0000950170-24-125409 | 10-Q | XBRL Viewer

Commitments and Contingencies	9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Litigation The Company records a provision for a liability when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company is not presently a party to any litigation. Legal fees are expensed in the period in which they are incurred. As of December 31, 2023 and September 30, 2024, there were no litigation liabilities recorded.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Litigation

The Company records a provision for a liability when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company is not presently a party to any litigation. Legal fees are expensed in the period in which they are incurred. As of December 31, 2023 and September 30, 2024, there were no litigation liabilities recorded.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measured at Fair Value

The following tables represent the Company’s financial assets and liabilities according to the fair value hierarchy, measured at fair value (in thousands):


December 31, 2023	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	33,831	$	—	$	—	$	33,831
Total Assets, at fair value	$	33,831	$	—	$	—	$	33,831
Liabilities
Warrant liability	$	—	$	—	$	334	$	334
Total Liabilities, at fair value	$	—	$	—	$	334	$	334


September 30, 2024	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	13,588	$	—	$	—	$	13,588
Total Assets, at fair value	$	13,588	$	—	$	—	$	13,588
Liabilities
Warrant liability	$	—	$	—	$	1,055	$	1,055
Total Liabilities, at fair value	$	—	$	—	$	1,055	$	1,055

Schedule of Fair Value of Warrant Liability Using Black-Scholes Option Pricing Model Assumptions

The fair value of the warrant liability was determined using the Black-Scholes option pricing model using the following assumptions, as well as the estimates of the valuation of the underlying preferred stock:


	September 30,		December 31,
	2024		2023
Expected term (in years)	5.58 - 9.36		6.00 - 7.00
Expected volatility	58.10% - 63.70%		67.10% - 76.00%
Risk-free interest rate	3.60% - 3.80%		3.55% - 4.60%
Dividend yield		—		—

Redeemable Convertible Preferred Stock and Warrants - Summary of Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Beginning balance	60,954
Warrants issued	41,345
Ending balance	102,299
Series B Warrants
Class of Warrant or Right [Line Items]
Beginning balance	45,726
Exercise price per warrant	$ 7.654	$ 7.654
Ending balance	45,726
Series C-1 Warrants
Class of Warrant or Right [Line Items]
Beginning balance	15,228
Exercise price per warrant	$ 11.49	$ 11.49
Warrants issued	41,345
Ending balance	56,573

Stockholders' Deficit - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Apr. 23, 2024
Class of Stock [Line Items]
Common stock, shares authorized	76,879,683		76,879,683		76,672,748
Common stock, shares outstanding	5,779,191		5,779,191		5,430,298
Common stock, par value	$ 0.001		$ 0.001		$ 0.001
Dividends declared			$ 0		$ 0
Aggregate number of common shares	23,753,112		23,753,112		23,034,141
Total fair value of options vested	$ 1,200,000	$ 700,000	$ 2,800,000	$ 1,800,000
Total stock-based compensation expense	$ 1,376,000	637,000	$ 3,209,000	1,933,000
Nonvoting Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized	626,398		626,398		626,398
Common stock, shares outstanding	0		0		0
Non Employee Stock Option [Member]
Class of Stock [Line Items]
Total stock-based compensation expense	$ 93,000	$ 64,000	$ 165,000	$ 412,000
Performance-based Awards
Class of Stock [Line Items]
Performance-based awards outstanding	118,999		118,999		64,527
Awards That Do Not Vest
Class of Stock [Line Items]
Total stock-based compensation expense			$ 0
2014 Plan
Class of Stock [Line Items]
Maximum term of granted			10 years
Vesting period			4 years
Aggregate number of common shares						3,610,238
2024 EIP
Class of Stock [Line Items]
Maximum term of granted			10 years
2014 Plan and 2024 EIP
Class of Stock [Line Items]
Unrecognized compensation cost related to non vested awards	$ 16,300,000		$ 16,300,000
Period over which unrecognized compensation cost is expected to be recognized			2 years 10 months 24 days

Condensed Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (27,879)	$ (21,190)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	777	614
Noncash lease expense	51	(11)
Stock-based compensation expense	3,209	1,933
Amortization of debt discount	289	273
Change in fair value of warrant liability	417
Loss on disposal of property and equipment and recorders	82	152
Changes in operating assets and liabilities:
Accounts receivable, net	(2,018)	(1,581)
Inventory	(1,041)	(2,076)
Prepaid expenses and other current assets	(137)	(681)
Contract costs	(298)	(725)
Other non-current asset	(65)	(22)
Accounts payable	1,153	848
Accrued liabilities and other current liabilities	504	85
Contract liabilities	(112)	(103)
Net cash used in operating activities	(25,068)	(22,484)
Cash flows from investing activities
Purchases of recorder components and recorders	(122)	(574)
Purchases of property and equipment	(983)	(506)
Net cash used in investing activities	(1,105)	(1,080)
Cash flows from financing activities
Proceeds from exercise of common stock pursuant to stock option exercises	940	644
Proceeds from debt issuance	7,905
Debt issuance cost	(304)
Payment of deferred IPO offering costs	(2,753)
Net cash provided by financing activities	5,788	644
Net decrease in cash and cash equivalents	(20,385)	(22,920)
Cash and cash equivalents, beginning of period	34,495	68,235
Cash and cash equivalents, end of period	14,110	45,315
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	1,194	1,313
Right-of-use asset obtained in exchange for operating lease obligation	778
Property and equipment included in accounts payable and accrued expenses	178	79
Recorder components included in accounts payable and accrued expenses	61	$ 26
Unpaid deferred IPO offering costs included in accounts payable and accrued liabilities	$ 1,142

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

13.

Income Taxes

The Company had an effective tax rate of 0.0% for both the three and nine months ended September 30, 2024 and 2023. The Company continues to incur operating losses.

During the three and nine months ended September 30, 2024 and 2023, the Company has evaluated all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and has determined that it is more likely than not that its net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, the Company continues to maintain a full valuation allowance against its net deferred tax assets.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Redeemable Convertible Preferred Stock and Warrants - Summary of Fair Value Activity for Warrant Liability (Details) - Warrant Liability - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 334	$ 382
Issuance of warrants	304	0
Changes in fair value of warrants	417	0
Ending balance	$ 1,055	$ 382

Revenue - Additional Information (Details) - USD ($)	9 Months Ended
Revenue - Additional Information (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Payment terms description	The Company accounts for a contract when both parties have approved the contract and the Company is committed to perform its obligations, the rights of the parties are identified, payment terms (generally net 30 days) are identified, the contract has commercial substance, and collectability of consideration is probable.
Contract liabilities related to up-front payments received from customers	$ 138,000	$ 240,000
Revenue recognized performance obligations	$ 0
Short Term Performance Obligations \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Disaggregation of Revenue [Line Items]
Revenue, performance obligation expected to be recognized, period	12 months
Non-current Performance Obligations \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2030-01-01
Disaggregation of Revenue [Line Items]
Revenue, performance obligation expected to be recognized, period	5 years
Maximum
Disaggregation of Revenue [Line Items]
Percentage of total annual consideration	1.00%

Redeemable Convertible Preferred Stock and Warrants

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock and Warrants

10.

Redeemable Convertible Preferred Stock and Warrants

Under the Company’s Amended and Restated Certificate of Incorporation, the Company is authorized to issue 46,831,773 and 46,624,838 shares of $0.001 par value redeemable convertible preferred stock as of September 30, 2024 and December 31, 2023, respectively.

As of December 31, 2023, the designated and outstanding redeemable convertible preferred stock are as follows:


	Number of		Number of				Liquidation		Net Carrying
	Shares		Shares Issued		Liquidation		Preference		Value
Series	Authorized		and Outstanding		Preference		per Share		(in thousands)
Seed		3,130,799		1,218,208	$	1,003,000	$	0.8233	$	1,003
A		7,778,774		3,026,755		13,488,394		4.4564		9,149
B		12,115,096		4,648,714		35,581,190		7.6540		35,396
C-1		22,973,771		8,837,401		101,523,315		11.4900		100,876
C-NV		626,398		86,565		994,459		11.4900		988
Total		46,624,838		17,817,643	$	152,590,358			$	147,412

As of September 30, 2024, the designated and outstanding redeemable convertible preferred stock are as follows:


	Number of		Number of				Liquidation		Net Carrying
	Shares		Shares Issued		Liquidation		Preference		Value
Series	Authorized		and Outstanding		Preference		per Share		(in thousands)
Seed		3,130,799		1,218,208	$	1,003,000	$	0.8233	$	1,003
A		7,778,774		3,026,755		13,488,394		4.4564		9,149
B		12,115,096		4,648,714		35,581,190		7.6540		35,396
C-1		23,180,706		8,837,401		101,523,315		11.4900		100,876
C-NV		626,398		86,565		994,459		11.4900		988
Total		46,831,773		17,817,643	$	152,590,358			$	147,412

The holders of the outstanding shares of redeemable convertible preferred stock do not have stated redemption rights; however, the holders of the redeemable convertible stock are entitled to preferential payments in the event of a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets or intellectual property, the acquisition of the Company by another entity by means of any reorganization, merger or consolidation following which the Company’s stockholders as of immediately prior to such acquisition fail to hold at least 50% of the voting power of the resulting entity, or a liquidation, dissolution or winding up of the Company (a “Deemed Liquidation Event”).

The rights, preferences and privileges of the redeemable convertible preferred stockholders are as follows:

Voting

Other than the non-voting holders of Series C-NV redeemable convertible preferred stock, the holders of redeemable convertible preferred stock are entitled to vote on all matters on which the common stockholders are entitled to vote. Holders of redeemable convertible preferred stock and common stock vote together as a single class, with respect to any matter upon which holders of common stock have the right to vote. Each holder of redeemable convertible preferred stock is entitled to the number of votes equal to the number of common stock shares into which the shares held by such holder are convertible. The holders of a majority of the voting shares are able to elect all of the directors.

Dividends

When, as, and if declared by the Board of Directors, the Company shall declare dividends on the Series C preferred stock (the “Series C Dividends”) at an annual rate of $0.9190 per share (the “Series C Dividend Rate”) according to the number of shares of Series C preferred stock held by such holders. The right to receive dividends on shares of Series C preferred stock shall not be cumulative, and no right to dividends shall accrue to holders of Series C preferred stock by reason of the fact that dividends on said shares are not declared or paid in any calendar year. Payment of any dividends to the holders of Series C preferred stock shall be payable in preference and priority to any declaration or payment of any dividend distribution on Series B preferred stock, Series A preferred stock, Series Seed preferred stock and common stock of the Company and the Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of the Series C preferred stock then outstanding shall first receive, or simultaneously receive, the Series C Dividends.

When, as, and if declared by the Board of Directors, the Company shall declare dividends on the Series B preferred stock (the “Series B Dividends”) at an annual rate of $0.6124 per share (the “Series B Dividend Rate”) according to the number of shares of Series B preferred stock held by such holders. The right to receive dividends on shares of Series B preferred stock shall not be cumulative, and no right to dividends shall accrue to holders of Series B preferred stock by reason of the fact that dividends on said shares are not declared or paid in any calendar year. Payment of any dividends to the holders of Series B preferred stock shall be payable in preference and priority to any declaration or payment of any dividend distribution on Series A preferred stock, Series Seed preferred stock and common stock of the Company and the Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than the Series C Dividends) unless the holders of the Series B preferred stock then outstanding shall first receive, or simultaneously receive, the Series B Dividends.

When, as, and if declared by the Board of Directors, the Company shall declare dividends on the Series A preferred stock (the “Series A Dividends”) at an annual rate of $0.3565 per share (the “Series A Dividend Rate”) according to the number of shares of Series A preferred stock held by such holders. The right to receive dividends on shares of Series A preferred stock shall not be cumulative, and no right to dividends shall accrue to holders of Series A preferred stock by reason of the fact that dividends on said shares are not declared or paid in any calendar year. Payment of any dividends to the holders of Series A preferred stock shall be payable in preference and priority to any declaration or payment of any dividend distribution on Series Seed preferred stock and common stock of the Company and the Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than the Series C Dividends and the Series B Dividends) unless the holders of the Series A preferred stock then outstanding shall first receive, or simultaneously receive, the Series A Dividends.

After the payment or setting aside for payment of the dividends for Series A, B, and C Dividends, when, as, and if declared by the Board of Directors, the Company shall declare dividends pro rata on the common stock and the preferred stock on a pari passu basis according to the number of shares of common stock held by such holders. For this purpose each holder of shares of preferred stock will be treated as holding the greatest whole number of shares of common stock then issuable upon conversion of all shares of preferred stock held by such holder. No dividends have been declared to date.

Liquidation

In the event of any liquidation, including a deemed liquidity event, dissolution, or winding up of the Company, either voluntary or involuntary, the holders of Series C redeemable convertible preferred stock first are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, Series B, Series A and Series Seed redeemable convertible preferred stock, an amount equal to the greater of the sum $11.49 per share as adjusted for any stock splits, stock dividends, combinations, recapitalizations plus all declared but unpaid dividends on such shares, and such amount per share as would have been payable had all shares of Series C and redeemable convertible preferred stock been converted into common stock prior to such liquidation, dissolution, or winding up of the Company.

Upon completion of the distribution of the full amount of Series C, the holders of Series B are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, Series A and Series Seed convertible preferred stock, an amount equal to the greater of the sum $7.6540 per share, as adjusted for any stock splits, stock dividends, combinations, recapitalizations plus all declared but unpaid dividends on such shares, and such amount per share as would have been payable had all shares of Series B redeemable convertible preferred stock been converted into common stock prior to such liquidation, dissolution, or winding up of the Company.

Upon completion of the distribution of the full amount to Series C and Series B redeemable convertible preferred shareholders, the holders of Series A and Series Seed convertible preferred stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, for each share of Series A convertible preferred stock, an amount equal to the greater of the sum of $4.4564, as adjusted for any recapitalizations plus all declared but unpaid dividends on such shares, and such amount per share as would have been payable had all shares of Series A redeemable convertible preferred stock been converted into common stock immediately prior to such liquidation, dissolution, or winding up of the Company, and for each share of Series Seed redeemable convertible preferred stock, $0.8233 and an amount equal to all declared but unpaid dividends on such shares as adjusted for any recapitalizations.

If the assets legally available for distribution are insufficient to cover the amounts owed to the holders of Series A and Series Seed convertible preferred stock together as a class, the assets shall be distributed with equal priority and pro rata among the holders of both Series A and Series Seed redeemable convertible preferred stock in proportion to the full amounts that they would have received had funds been sufficient.

Upon completion of the distributions of the full amount required to the holders of Series C, Series B, Series A, and Series Seed redeemable convertible preferred stock, all of the remaining assets of the Company available for distribution to stockholders shall be distributed among the holders of common stock and Series Seed redeemable convertible preferred stock pro rata based on the number of shares of common stock held by each (treating the shares of Series Seed redeemable convertible preferred stock for this purpose as if they had been converted to shares of common stock at the then-effective conversion price for such shares).

Conversion

Each share of redeemable convertible preferred stock is convertible at the option of the holder into that number of common shares that is equal to the original issuance price of the redeemable convertible preferred stock divided by the conversion price, subject to adjustment for events of dilution. Upon conversion, holders of Series C-NV convertible preferred stock may elect to receive non-voting common stock or common stock on the same terms. The original issuance price is equal to $0.8233 per Series Seed preferred share, $4.4564 per Series A preferred share, $7.6540 per Series B preferred share, and $11.49 per Series C preferred share. As of September 30, 2024 and December 31, 2023, all redeemable convertible preferred units were convertible into common shares at a one-for-one conversion ratio. Holders of convertible preferred stock may elect to convert their shares into common stock at any time.

Each share of convertible preferred stock will automatically convert into shares of common stock at the then effective conversion rate for each such share (i) immediately prior to the closing of a qualified public offering of the Company’s common stock in which gross proceeds exceed $70 million and at a price not less than $22.98 per share or (ii) upon the receipt by the Company of a written request for such conversion from the holders of a majority of the then-outstanding convertible preferred stock.

The Company closed its initial public offering on October 15, 2024 and all of the outstanding shares of convertible preferred stock were converted into common stock.

Warrants

The Company has issued warrants in conjunction with its debt financings, see Note 9. All warrants are currently exercisable, in whole or in part, and expire in 2030, 2032, and 2034.


	Series B		Series C-1		Total warrants
Balance December 31, 2023		45,726		15,228		60,954
Exercise price per warrant	$	7.6540	$	11.49

Warrants issued		—		41,345		41,345
Balance September 30, 2024		45,726		56,573		102,299
Exercise price per warrant	$	7.6540	$	11.49

The redeemable convertible preferred stock warrant liability is included in other liabilities, long-term. The change in the value of the warrant liability for the three and nine months ended September 30, 2024 and 2023, and the year ended December 31, 2023 is summarized in the following table (in thousands).

The following table presents the fair value activity for the warrant liability (in thousands):


Balance December 31, 2022	$	382	Balance December 31, 2023	$	334
Issuance of warrants	—		Issuance of warrants		304
Changes in fair value of warrants	—		Changes in fair value of warrants		417
Balance, September 30, 2023	$	382	Balance September 30, 2024	$	1,055

The warrants are subject to remeasurement at each balance sheet date, and any change in fair value is recognized as a change in fair value of warrant liability in the statements of operations and comprehensive loss. Immediately prior to the completion of an initial public offering, the warrants will convert into warrants to purchase shares of the Company's common stock. To the extent the warrants are not previously exercised, and if the fair market value of one share is greater than the exercise price under the warrants then in effect, the warrants shall be deemed automatically exercised immediately before expiration.

Effective February 6, 2024, the Company, Horizon and SVB entered into a $60 million financing commitment, consisting of $50 million term loan commitment and $10 million revolving line of credit. Warrants representing the right to purchase 41,345 shares of Series C-1 redeemable convertible preferred stock at a price of $11.49 per share were issued upon closing. Immediately prior to the completion of an initial public offering, the warrants to purchase shares of Series C-1 redeemable convertible preferred stock will convert into warrants to purchase shares of the Company's common stock. To the extent the warrants are not previously exercised, and if the fair market value of one share is greater than the exercise price under the warrants then in effect, this warrant shall be deemed automatically exercised immediately before its expiration. See Note 9 for a discussion of the new financing commitment.

Balance Sheet Details - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total Property and Equipment	$ 3,994	$ 2,945
Less: accumulated depreciation and amortization	1,726	1,368
Property and Equipment, Net	2,268	1,577
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total Property and Equipment	730	589
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Total Property and Equipment	391	515
Laboratory and Manufacturing Equipment
Property, Plant and Equipment [Line Items]
Total Property and Equipment	1,405	1,106
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Property and Equipment	804	348
Construction in Progress
Property, Plant and Equipment [Line Items]
Total Property and Equipment	$ 664	$ 387

Employee Benefit Plan	9 Months Ended
Employee Benefit Plan	Sep. 30, 2024
Retirement Benefits [Abstract]
Employee Benefit Plan	6. Employee Benefit Plan The Company offers its employees a tax-deferred savings plan, commonly referred to as a 401(k) plan. Employee contributions are withheld from payroll checks and are automatically withdrawn from the Company’s checking account and deposited into participants’ retirement accounts a few days following each payroll period. There has been no Company matching of employee contributions to the plan through December 31, 2023, and September 30, 2024.

Redeemable Convertible Preferred Stock and Warrants - Summary of Designated and Outstanding Redeemable Convertible Preferred Stock (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Series Seed Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Number of Shares Authorized	3,130,799			3,130,799
Number of Shares Issued	1,218,208			1,218,208
Number of Shares Outstanding	1,218,208			1,218,208
Liquidation Preference	$ 1,003,000			$ 1,003,000
Liquidation Preference per Share	$ 0.8233			$ 0.8233
Net Carrying Value	$ 1,003,000			$ 1,003,000
Series A Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Number of Shares Authorized	7,778,774			7,778,774
Number of Shares Issued	3,026,755			3,026,755
Number of Shares Outstanding	3,026,755			3,026,755
Liquidation Preference	$ 13,488,394			$ 13,488,394
Liquidation Preference per Share	$ 4.4564			$ 4.4564
Net Carrying Value	$ 9,149,000			$ 9,149,000
Series B Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Number of Shares Authorized	12,115,096			12,115,096
Number of Shares Issued	4,648,714			4,648,714
Number of Shares Outstanding	4,648,714			4,648,714
Liquidation Preference	$ 35,581,190			$ 35,581,190
Liquidation Preference per Share	$ 7.654			$ 7.654
Net Carrying Value	$ 35,396,000			$ 35,396,000
Series C-1 Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Number of Shares Authorized	23,180,706			22,973,771
Number of Shares Issued	8,837,401			8,837,401
Number of Shares Outstanding	8,837,401			8,837,401
Liquidation Preference	$ 101,523,315			$ 101,523,315
Liquidation Preference per Share	$ 11.49			$ 11.49
Net Carrying Value	$ 100,876,000			$ 100,876,000
Series C-NV Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Number of Shares Authorized	626,398			626,398
Number of Shares Issued	86,565			86,565
Number of Shares Outstanding	86,565			86,565
Liquidation Preference	$ 994,459			$ 994,459
Liquidation Preference per Share	$ 11.49			$ 11.49
Net Carrying Value	$ 988,000			$ 988,000
Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Number of Shares Authorized	46,831,773			46,624,838
Number of Shares Issued	17,817,643			17,817,643
Number of Shares Outstanding	17,817,643	17,817,643	17,817,643	17,817,643	17,817,643	17,817,643	17,817,643	17,817,643
Liquidation Preference	$ 152,590,358			$ 152,590,358
Net Carrying Value	$ 147,412,000	$ 147,412,000	$ 147,412,000	$ 147,412,000	$ 147,412,000	$ 147,412,000	$ 147,412,000	$ 147,412,000

Net Loss Attributable to Common Stockholders (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted Net Loss per Share

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Net loss attributable to common stockholders	$	(10,417	)	$	(7,054	)	$	(27,879	)	$	(21,190	)
Weighted-average shares outstanding, basic and diluted		5,635			5,343			5,550			5,274
Net loss per share, basic and diluted	$	(1.85	)	$	(1.32	)	$	(5.02	)	$	(4.02	)

Schedule of Potential Dilutive Securities Outstanding Excluded from Computations of Weighted-Average Shares Outstanding

The following potentially dilutive securities outstanding have been excluded from the computations of weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares, in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Redeemable convertible preferred stock		17,818		17,818		17,818		17,818
Warrants		102		61		102		61
Equity plan stock options outstanding		5,677		4,654		5,677		4,654
Total		23,597		22,533		23,597		22,533

Term Loan (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Summary of Notes Payable

Notes payable consists of the following (in thousands):


	September 30,			December 31,
	2024			2023
Principal of notes payable	$	20,000		$	11,250
End of term fee accretion		81		647
Unamortized debt issuance costs		(584	)		(64	)
Carrying value of Notes Payable	$	19,497		$	11,833

The Company

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company

Organization and Business

CeriBell, Inc. (the “Company”) was incorporated in the state of Delaware as Brain Stethoscope, Inc., on August 29, 2014, and changed its name to CeriBell, Inc. on August 11, 2015, and maintains its principal office in Sunnyvale, California. The Company is a commercial-stage medical technology company focused on transforming the diagnosis and management of patients with serious neurological conditions.

The Company has developed the Ceribell System, a novel, point-of-care electroencephalography (“EEG”) platform specifically designed to address the unmet needs of patients in the acute care setting. By combining proprietary, highly portable and rapidly deployable hardware with sophisticated artificial intelligence (“AI”)-powered algorithms, the Ceribell System enables rapid diagnosis and continuous monitoring of patients with neurological conditions.

Initial Public Offering

Immediately prior to the closing of the Company’s IPO on October 15, 2024, all shares of the Company’s redeemable convertible preferred stock converted into shares of the Company’s common stock.

On October 15, 2024, the Company completed its initial public offering of 12,196,969 shares of its common stock, which includes an additional 1,590,909 shares of common stock purchased by the underwriters pursuant to their option to purchase additional shares, at a price to the public of $17.00 per share. The gross proceeds to the Company from the initial public offering were approximately $207.3 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The shares and proceeds from the Company’s IPO and the underwriters’ exercise of their option to purchase additional shares are not reflected in the condensed financial statements as of and for the three and nine months ended September 30, 2024. All of the outstanding shares of convertible preferred stock were converted into common stock.

Liquidity

As of September 30, 2024 and December 31, 2023, the Company’s principal sources of liquidity consisted of $14.1 million and $34.5 million of cash and cash equivalents, respectively.

The Company has incurred operating losses and negative cash flows from operations since its inception. On September 30, 2024 and December 31, 2023, the Company had an accumulated deficit of $154.4 million and $126.5 million, respectively. Such losses primarily resulted from the costs incurred in the development and sales and marketing of the Company’s products and building the Company’s organization. The Company expects to incur losses in the near term as it continues to focus on the development and promotion of new and existing products and expand its corporate infrastructure, including the costs associated with being a public company.

On February 6, 2024, the Company entered into a Venture Loan and Security Agreement (“VLSA”) with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), as a lender, and Horizon Technology Finance Corporation (“Horizon”), as a lender and the collateral agent. The VLSA provides a term loan commitment of $50.0 million. The Company drew $20.0 million of the $50.0 million term loan commitment at closing, which was used to retire its existing debt with Horizon, pay transaction fees, and for general corporate purposes. The remaining $30.0 million term loan commitment consists of three tranches of $10.0 million commitments, expiring on each of December 31, 2024, March 31, 2025, and June 30, 2025. The maturity date of VLSA is March 1, 2029.

The VLSA is secured by all assets of the Company, excluding intellectual property. There are no financial covenants as long as the net debt (defined as the difference between unrestricted cash and outstanding debt) does not exceed $40 million. Commencing on the last day of the calendar quarter in which the net debt exceeds $40.0 million and continuing until the repayment in full of the obligations (other than any inchoate indemnity obligations), the Company covenants, as of the last day of each fiscal quarter, to achieve annualized trailing six month revenue in an amount equal to or no less than its net debt balance. The Company must also maintain account balances in accounts at or through SVB representing at least fifty percent (50%) of the value of all deposit account balances all financial institutions through the time at which the debt has been repaid in full. Additionally, the Company shall obtain any business credit card, letter of credit and cash management services exclusively from SVB. In the event that the Company breaches one or more covenants, each lender’s obligation to lend its undisbursed portion of the loan commitment shall terminate and the lenders may choose

to declare an event of default and require that the Company immediately repay all amounts outstanding of the aggregate principal amount, plus accrued interest, and foreclose on the collateral granted to it to secure such indebtedness.

Concurrent with the VLSA, the Company executed a Loan and Security Agreement with SVB to receive a senior revolving line of credit of up to $10.0 million (“Revolving Facility”). The Revolving Facility is secured by the Company's accounts receivable, inventory, and other property. There are no financial covenants as long as the net debt (defined as the difference between unrestricted cash and outstanding debt) does not exceed $40 million. Commencing on the last day of the calendar quarter in which the net debt exceeds $40.0 million and continuing until the repayment in full of the obligations, the Company covenants, as of the last day of each fiscal quarter, to achieve a recurring revenue ratio of not less than 1.00:1.00. The recurring revenue ratio is defined as annualized trailing six months of revenue divided by net debt. The Company may draw amounts up to 85% of the eligible trade receivables. In the event that the Company breaches one or more covenants, the lender may choose to declare an event of default and require that the Company immediately repay all obligations.

On October 15, 2024, the Company completed its initial public offering and received gross proceeds of approximately $207.3 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Based on the Company’s current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund the Company’s planned operating expenses and capital expenditure requirements for at least the next 12 months from the date these financial statements were available to be issued.

However, the Company may experience lower than expected cash generated from operating activities or greater than expected capital expenditures, cost of revenue, or operating expenses, and may need to raise additional capital to fund operations, further research and development activities, or acquire, invest in, or license other businesses, assets, or technologies. The Company’s future capital needs will depend upon many factors, including the market acceptance of the Company’s products, the cost and pace of developing new products, and the costs of supporting sales growth.

Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Accrued bonuses and payroll	$ 2,925	$ 3,132
Accrued commissions	2,509	2,190
Professional fees and other costs	3,046	2,106
Other	94	112
Total	$ 8,574	$ 7,540

Net Loss Attributable to Common Stockholders - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss attributable to common stockholders	$ (10,417)	$ (8,941)	$ (8,521)	$ (7,054)	$ (6,218)	$ (7,918)	$ (27,879)	$ (21,190)
Weighted-average shares outstanding, basic	5,634,583			5,343,337			5,549,570	5,274,151
Weighted-average shares outstanding, diluted	5,634,583			5,343,337			5,549,570	5,274,151
Basic	$ (1.85)			$ (1.32)			$ (5.02)	$ (4.02)
Diluted	$ (1.85)			$ (1.32)			$ (5.02)	$ (4.02)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Revenue - Summary of Disaggregated Revenue from Contracts with Customers by Nature of Products and Services (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total Revenue	$ 17,195	$ 11,611	$ 46,910	$ 32,094
EEG Recorders and EEG Headbands \| Point in Time
Disaggregation of Revenue [Line Items]
Total Revenue	13,321	8,764	35,932	24,561
EEG Portal and Clarity Subscriptions \| Over Time
Disaggregation of Revenue [Line Items]
Total Revenue	$ 3,874	$ 2,847	$ 10,978	$ 7,533

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Balance Sheet Details - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Balance Sheet Related Disclosures [Abstract]
Depreciation and amortization expense	$ 164,000	$ 173,000	$ 482,000	$ 373,000
Recorder depreciation expense	$ 79,000	$ 90,000	$ 295,000	$ 241,000

Redeemable Convertible Preferred Stock and Warrants (Tables)

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Summary of Designated and Outstanding Redeemable Convertible Preferred Stock

As of December 31, 2023, the designated and outstanding redeemable convertible preferred stock are as follows:


	Number of		Number of				Liquidation		Net Carrying
	Shares		Shares Issued		Liquidation		Preference		Value
Series	Authorized		and Outstanding		Preference		per Share		(in thousands)
Seed		3,130,799		1,218,208	$	1,003,000	$	0.8233	$	1,003
A		7,778,774		3,026,755		13,488,394		4.4564		9,149
B		12,115,096		4,648,714		35,581,190		7.6540		35,396
C-1		22,973,771		8,837,401		101,523,315		11.4900		100,876
C-NV		626,398		86,565		994,459		11.4900		988
Total		46,624,838		17,817,643	$	152,590,358			$	147,412

As of September 30, 2024, the designated and outstanding redeemable convertible preferred stock are as follows:


	Number of		Number of				Liquidation		Net Carrying
	Shares		Shares Issued		Liquidation		Preference		Value
Series	Authorized		and Outstanding		Preference		per Share		(in thousands)
Seed		3,130,799		1,218,208	$	1,003,000	$	0.8233	$	1,003
A		7,778,774		3,026,755		13,488,394		4.4564		9,149
B		12,115,096		4,648,714		35,581,190		7.6540		35,396
C-1		23,180,706		8,837,401		101,523,315		11.4900		100,876
C-NV		626,398		86,565		994,459		11.4900		988
Total		46,831,773		17,817,643	$	152,590,358			$	147,412

Summary of Warrants


	Series B		Series C-1		Total warrants
Balance December 31, 2023		45,726		15,228		60,954
Exercise price per warrant	$	7.6540	$	11.49

Warrants issued		—		41,345		41,345
Balance September 30, 2024		45,726		56,573		102,299
Exercise price per warrant	$	7.6540	$	11.49

Summary of Fair Value Activity for Warrant Liability

The following table presents the fair value activity for the warrant liability (in thousands):


Balance December 31, 2022	$	382	Balance December 31, 2023	$	334
Issuance of warrants	—		Issuance of warrants		304
Changes in fair value of warrants	—		Changes in fair value of warrants		417
Balance, September 30, 2023	$	382	Balance September 30, 2024	$	1,055

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – This level consists of quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2 – This level consists of directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.

Level 3 – This level consists of unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

In determining the fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessments of fair value.

Fair Value of Assets and Liabilities

The following tables represent the Company’s financial assets and liabilities according to the fair value hierarchy, measured at fair value (in thousands):


December 31, 2023	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	33,831	$	—	$	—	$	33,831
Total Assets, at fair value	$	33,831	$	—	$	—	$	33,831
Liabilities
Warrant liability	$	—	$	—	$	334	$	334
Total Liabilities, at fair value	$	—	$	—	$	334	$	334


September 30, 2024	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	13,588	$	—	$	—	$	13,588
Total Assets, at fair value	$	13,588	$	—	$	—	$	13,588
Liabilities
Warrant liability	$	—	$	—	$	1,055	$	1,055
Total Liabilities, at fair value	$	—	$	—	$	1,055	$	1,055

The carrying amount of the Company’s notes payable is carried at amortized cost and approximates its fair value.

The Company's valuation technique used to measure the fair value of money market funds is derived from quoted prices in active markets for identical assets or liabilities, which is categorized as Level 1.

The value of the warrants to purchase the Company’s redeemable convertible preferred stock is dependent on the inputs for which there is little or no market data, in particular the value of the Company’s stock. As a result, the valuation of the warrants is categorized as Level 3. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the lowest level of significance of the unobservable inputs to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable inputs, observable inputs (that is, components that are actively quoted and can be validated to external sources). Accordingly, the gain or loss for changes in fair value recognized in the statements of operations and comprehensive loss are due in part, to observable factors that are part of the Level 3 methodology recognized. Warrants are included in Other liabilities, long-term on the balance sheets. The fair values could change significantly based on future market conditions.


	September 30,		December 31,
	2024		2023
Expected term (in years)	5.58 - 9.36		6.00 - 7.00
Expected volatility	58.10% - 63.70%		67.10% - 76.00%
Risk-free interest rate	3.60% - 3.80%		3.55% - 4.60%
Dividend yield		—		—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

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-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (d)
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-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

The Company - Additional Information (Details) - USD ($)	Oct. 15, 2024	Feb. 06, 2024	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Cash and cash equivalents			$ 14,110,000	$ 34,495,000
Accumulated deficit			$ (154,368,000)	$ (126,489,000)
Line of credit financing commitment		$ 60,000,000
Percentage of trade receivable		85.00%
Maximum
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Line of credit financing commitment		$ 10,000,000
Term loan
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Line of credit financing commitment		50,000,000
Common Stock \| IPO \| Subsequent Event
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Shares issued and sold	12,196,969
Gross proceeds from issuance of IPO	$ 207,300,000
Common Stock \| Underwriter Option \| Subsequent Event
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Shares issued and sold	1,590,909
Stock price per share	$ 17
Venture Loan and Security Agreement (VLSA)
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Outstanding commitment		$ 30,000,000
Debt instrument maturity date		Mar. 01, 2029
Debt instrument covenant description		There are no financial covenants as long as the net debt (defined as the difference between unrestricted cash and outstanding debt) does not exceed $40 million. Commencing on the last day of the calendar quarter in which the net debt exceeds $40.0 million and continuing until the repayment in full of the obligations (other than any inchoate indemnity obligations), the Company covenants, as of the last day of each fiscal quarter, to achieve annualized trailing six month revenue in an amount equal to or no less than its net debt balance. The Company must also maintain account balances in accounts at or through SVB representing at least fifty percent (50%) of the value of all deposit account balances all financial institutions through the time at which the debt has been repaid in full.
Debt instrument financial covenants		$ 40,000,000
Venture Loan and Security Agreement (VLSA) \| Term loan
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Line of credit financing commitment		50,000,000
Debt instrument principal amount		$ 20,000,000
Venture Loan and Security Agreement (VLSA) \| Term loan \| Tranche One
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Debt instrument maturity date		Dec. 31, 2024
Venture Loan and Security Agreement (VLSA) \| Term loan \| Tranche Two
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Debt instrument maturity date		Mar. 31, 2025
Venture Loan and Security Agreement (VLSA) \| Term loan \| Tranche Three
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Additional tranches		$ 10,000,000
Debt instrument maturity date		Jun. 30, 2025
Venture Loan and Security Agreement (VLSA) \| Horizon Technology Finance Corporation (Horizon)
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Line of credit financing commitment		$ 50,000,000
Silicon Valley Bank (SVB)
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Debt instrument covenant description		There are no financial covenants as long as the net debt (defined as the difference between unrestricted cash and outstanding debt) does not exceed $40 million. Commencing on the last day of the calendar quarter in which the net debt exceeds $40.0 million and continuing until the repayment in full of the obligations, the Company covenants, as of the last day of each fiscal quarter, to achieve a recurring revenue ratio of not less than 1.00:1.00. The recurring revenue ratio is defined as annualized trailing six months of revenue divided by net debt.
Debt instrument financial covenants		$ 40,000,000
Percentage of trade receivable		85.00%
Silicon Valley Bank (SVB) \| Maximum
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Line of credit financing commitment		$ 10,000,000

Leases - Schedule of the future minimum lease payments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
2024	$ 269
2025	1,216
2026	1,255
2027	107
Total undiscounted lease payments	2,847
Imputed interest	(219)
Net Lease Liabilities	$ 2,628	$ 2,371

Stockholders' Deficit - Schedule Of Total Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,376	$ 637	$ 3,209	$ 1,933
Selling and Marketing Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	395	158	837	495
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	792	351	1,894	1,103
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 189	$ 128	$ 478	$ 335

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to a fair statement of the Company’s financial position as of September 30, 2024, and the results of its operations for the three and nine months ended September 30, 2024 and 2023 and cash flows for the nine months ended September 30, 2024 and 2023. The condensed balance sheet at December 31, 2023, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. These interim financial results are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period and should be read in conjunction with the annual financial statements included in the Company’s final prospectus, dated October 10, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) on October 11, 2024 (the “Prospectus”).

Reverse Stock Split

On October 4, 2024, the Company amended and restated its amended and restated certificate of incorporation to effect a 1-for-2.57 reverse stock split of the Company’s common stock and redeemable convertible preferred stock (the “Reverse Stock Split”). The par value and authorized shares of the common stock and redeemable convertible preferred stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock, preferred stock, options to purchase common stock, warrants to purchase redeemable convertible preferred stock and per share amounts contained in the financial statements have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates and assumptions, and such differences could be material to the Company’s financial position and results of operations. Significant estimates and assumptions include, but are not limited to, valuation of warrants, valuation of the Company’s common stock (prior to the IPO), and valuation of the Company’s options to purchase common stock for purposes of accounting for stock-based compensation.

Cash and Cash Equivalents

ash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less on the date of acquisition to be cash equivalents. As of September 30, 2024 and December 31, 2023, cash and cash equivalents consist of cash in business checking accounts, demand deposit accounts, and money market funds.

Accounts Receivable

The Company records accounts receivables at the invoiced amount. The Company maintains an allowance for credit losses for any receivables the Company may be unable to collect. The Company estimates uncollectible receivables on an individual basis based on the receivables’ age, customers’ expected ability to pay and collection history, and current economic conditions, among other factors that may affect customers’ ability to pay. The Company uses its judgment, based on the best available facts and circumstances, and records an allowance against amounts due to reduce the receivable to the amount that is expected to be collected. Allowances for credit losses are immaterial and included in accounts receivable, net on the balance sheets.

Inventory

Inventory is recorded at the lower of cost or net realizable value, which approximates actual cost on the first-in, first-out basis. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. The Company uses third party contract manufacturers to complete the manufacturing and assembly of material components on site. Final quality inspection and packaging is performed at the Company’s headquarters. Prior to the quality inspection and packaging, the inventory is considered component material. The Company periodically assesses the recoverability of all inventories to determine whether adjustments for impairment are required. The Company evaluates the related commercial mix of finished goods and other general obsolescence and impairment criteria in assessing the recoverability of the Company’s inventory and records a provision for excess, expired, and obsolete inventory based primarily on estimates of forecasted demand. Judgment is required in determining these provisions, and a change in the timing or level of demand for products, as compared to forecasted amounts, may result in recording additional provisions for excess, expired, and obsolete inventory in the future.

Property and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred, and leasehold improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheet and any resulting gain or loss is reflected in the statement of operations in the period realized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets in accordance with the following table:


Fixed asset category		Estimated useful life
Furniture and fixtures		36 months
Computer equipment and software		36 months
Laboratory and manufacturing equipment		36 months
Leasehold improvements		Shorter of the useful life or term of the lease

Right-of-Use Assets and Lease Liabilities

The Company determines if an arrangement is a lease, or contains a lease, at inception. The Company recognizes on its balance sheets operating lease liabilities representing the present value of future lease payments and an associated operating lease right-of-use (ROU) asset for any operating lease with a term greater than one year. As the Company leases do not provide an implicit rate, the Company generally uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a term similar to the lease arrangement. Significant judgment is required in determining the incremental collateralized borrowing rate. Lease expense is recognized on a straight-line basis over the lease term.

Redeemable Convertible Preferred Stock and Warrants

The holders of the outstanding shares of redeemable convertible preferred stock do not have stated redemption rights; however, the holders of the redeemable convertible stock are entitled to preferential payments in the event of a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets or intellectual property, the acquisition of the Company by another entity by means of any reorganization, merger, or consolidation following which the Company’s stockholders as of immediately prior to such acquisition fail to hold at least 50% of the voting power of the resulting entity, or a liquidation, dissolution or winding up of the Company (a “Deemed Liquidation Event”). Because a Deemed Liquidation Event is not solely within the Company’s

control, all shares of redeemable convertible preferred stock have been presented outside of permanent equity in the accompanying Balance Sheets for all periods presented.

In addition, the Company has issued freestanding warrants to purchase redeemable convertible preferred stock. The warrants are currently exercisable and are included in Other liabilities, long-term on the accompanying Balance Sheets. The redeemable convertible preferred stock warrants are subject to remeasurement at each balance sheet date, and any change in fair value is recognized as a component of non-operating income in the Statements of Operations and Comprehensive Loss. The Company uses the Black- Scholes option-pricing model to determine the fair value of the warrants.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are invested in checking accounts and money market funds. The Company has not experienced any losses to date.

The Company’s accounts receivables are derived solely from product and subscription sales to customers located in the United States. The Company performs periodic evaluations of its customers’ financial condition and generally requires no collateral from its customers. Credit losses historically have not been significant. No customers comprised 10% of the Company revenue for the three and nine months ended September 30, 2024 or 2023. No customers comprised 10% of the Company's accounts receivable balance as of September 30, 2024 or December 31, 2023.

Bank failures, events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, or concerns or rumors about such events, may lead to liquidity constraints. The failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which the Company maintains balances, could adversely impact liquidity and financial performance. There can be no assurance that the Company’s deposits in excess of the Federal Deposit Insurance Corporation (“FDIC”) or other comparable insurance limits will be backstopped by the U.S. or applicable foreign governments, or that any bank or financial institution with which the Company does business will be able to obtain needed liquidity from other banks, government institutions, or by acquisition in the event of a failure or liquidity crisis. The Company’s cash and cash equivalents are primarily held in money market funds.

Other Non-Current Assets

Other non-current assets include recorders, recorder components, and recorders at customer locations, as well as non-current deposits. The estimated useful life of recorders is three years and depreciation commences when recorders are placed into service at customer locations.

Deferred IPO Offering Costs

Deferred IPO offering costs, consisting of legal fees, consulting fees, and accounting fees relating to the initial public offering are capitalized. The deferred IPO offering costs will be offset against offering proceeds upon the completion of the offering. The Company had no deferred IPO offering costs capitalized as of December 31, 2023. The Company had $3.9 million of deferred IPO offering costs capitalized as of September 30, 2024, included in other non-current assets. The deferred IPO offering costs will be reclassified as a reduction to equity as a result of the closing of the IPO in the fourth quarter of 2024.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, principally Property and Equipment and Right of Use Assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There have been no such impairments of long-lived assets recognized to date.

Cost of Revenue

Cost of revenue consists of direct and indirect costs related to the manufacturing of the Company’s products as well as hosting costs for the Company’s Clarity and EEG portal subscription services. Direct costs include headband costs, depreciation of recorders at customer locations, and costs related to assembly and testing performed by the Company’s employees. Indirect costs consist of allocated overhead for employee costs and facility costs. Shipping and handling costs incurred for inventory purchases and product shipments as well as tariffs are recorded in cost of revenue in the statements of operations and comprehensive loss.

Impairment of Long-Lived Assets

Cost of Revenue

Information About Segment and Geographic Areas

The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s revenue was in the United States for the three and nine months ended September 30, 2024 and 2023. Long-lived assets held outside of the United States are immaterial for the periods presented.

License Agreement

The Company has entered into an in-license arrangement with Stanford University whereby the Company owes low-single digit royalty percentages related to revenue that is derived pursuant to in-licensed technologies, subject to a minimum payment. Royalty obligations are expensed as cost of revenue, in the statements of operations and comprehensive loss, when incurred or over the minimum royalty periods and have not been material. The estimated future minimum payments are less than $0.1 million per year through the end of the patents’ lives. The Company has an option to extend the exclusivity of the license to the date the last licensed patent expires upon payment of a term exercise fee.

License Agreement

Related Party Transactions

The Company paid Dr. Parvizi, a Director and Co-Founder of the Company, for consulting services and reimbursement of related expenses and recorded such amounts as general and administrative expenses within the statements of operations and comprehensive loss. Expenses related to Dr. Parvizi were $48,000 and $47,000 for the three months ended September 30, 2024 and 2023, respectively, and $149,000 and $141,000, for the nine months ended September 30, 2024 and 2023, respectively.

Research and Development

Research and development costs are charged to operations in the period incurred. Research and development costs include, but are not limited to, payroll and personnel and stock-based compensation expenses, laboratory supplies, consulting costs, and allocated overhead, including rent, equipment, depreciation, and utilities.

Intellectual Property Costs

Costs to secure, defend, and maintain patents, including those incurred in connection with filing and prosecuting patent applications, are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred for patent-related expenditures are classified as general and administrative expenses in the statements of operations and comprehensive loss.

Advertising Costs

The Company charges advertising costs to expense as incurred. Advertising costs were $108,000 and $272,000 for the three months ended September 30, 2024 and 2023, respectively, and were $271,000 and $384,000, for the nine months ended September 30, 2024 and 2023, respectively.

Research and Development

Intellectual Property Costs

Advertising Costs

Net Loss per Share Attributable to Common Stockholders

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, redeemable convertible preferred stock, stock options, and warrants to purchase convertible preferred stock on an as-converted basis are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities, as the redeemable convertible preferred stock is considered a participating security because it participates in dividends with common stock. The holders of redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.

Stock-Based Compensation

The Company accounts for stock-based compensation for employee and non-employee awards in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires the recognition of compensation expense, using a fair value-based method, for costs related to all service-based share- based payments, including stock options.

The Company estimates the fair value of options granted to employees on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the value of the Company’s stock, the expected volatility of the Company’s common stock, the expected term (based on an average of the midpoint of the requisite service period and the contractual term, and the historical exercise behavior), the risk-free interest rate and expected dividends.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. For the three and nine months ended September 30, 2024 and 2023, there was no difference between net loss and comprehensive loss.

Comprehensive Loss

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s balance sheets and income tax returns. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities and for loss and credit carryforwards using the enacted rates expected to be in effect when the differences are expected to reverse. The Company evaluates the realizability of its deferred tax assets and records a valuation allowance if it is more likely than not that some or all of the deferred tax assets may not be realized.

The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. The Company accounts for uncertainty in income taxes based on the guidance within ASC 740-10, which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. The Company classifies interest and penalties on uncertain tax positions as income tax expense.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The new standard requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. On January 1, 2024, the Company adopted ASU 2020-06, which had an immaterial impact on its financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07 Segment Reporting—Improvements to Reportable Segment Disclosures. The amendment expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), the amount and description of other segment items, permits companies to disclose more than one measure of segment profit or loss, and requires all annual segment disclosures to be included in the interim periods. The amendments do not change how an entity identifies its operating segments, aggregates those operating segments, or applies quantitative thresholds to determine its reportable segments. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-07 will impact the Company’s disclosures only.

In December 2023, the FASB issued ASU No. 2023-09 Improvements to Income Tax Disclosures. The amendments expand income tax disclosure requirements by requiring an entity to disclose (i) specific categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, and (iii) the amount of taxes paid disaggregated by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 will impact the Company’s disclosures only and the Company is evaluating the effect of adopting the new disclosure requirements.

In November 2024, the FASB issued ASU No. 2024-03 Disaggregation of Income Statement Expenses. The amendment requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.

Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	76,879,683	76,672,748
Common stock, shares issued	5,779,191	5,430,298
Common stock, shares outstanding	5,779,191	5,430,298
Redeemable Convertible Preferred Stock
Temporary equity, par value per share	$ 0.001	$ 0.001
Temporary equity, shares authorized	46,831,773	46,624,838
Temporary equity, shares outstanding	17,817,643	17,817,643
Temporary equity, shares issued	17,817,643	17,817,643
Temporary equity, liquidation preference	$ 152,590,358	$ 152,590,358

Term Loan - Summary of Notes Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Principal of notes payable	$ 20,000	$ 11,250
End of term fee accretion	81	647
Unamortized debt issuance costs	(584)	(64)
Carrying value of Notes Payable	$ 19,497	$ 11,833

Condensed Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues [Abstract]
Total Revenue	$ 17,195	$ 11,611	$ 46,910	$ 32,094
Cost of Revenue [Abstract]
Total cost of revenue	2,184	1,885	6,398	5,047
Gross profit	15,011	9,726	40,512	27,047
Operating expenses
Research and development	3,395	2,308	9,649	6,307
Sales and marketing	12,524	9,592	33,812	28,107
General and administrative	9,029	4,990	23,876	14,293
Total operating expenses	24,948	16,890	67,337	48,707
Loss from operations	(9,937)	(7,164)	(26,825)	(21,660)
Interest expense	(530)	(532)	(1,493)	(1,585)
Change in fair value of warrant liability	(173)	(3)	(417)
Other income, net	223	645	856	2,066
Loss, before provision for income taxes	(10,417)	(7,054)	(27,879)	(21,179)
Provision for income tax expense				(11)
Net loss and comprehensive loss	$ (10,417)	$ (7,054)	$ (27,879)	$ (21,190)
Net loss per share attributable to common stockholders:
Basic	$ (1.85)	$ (1.32)	$ (5.02)	$ (4.02)
Diluted	$ (1.85)	$ (1.32)	$ (5.02)	$ (4.02)
Weighted-average shares used in computing net loss per share attributable to common stockholders:
Basic	5,634,583	5,343,337	5,549,570	5,274,151
Diluted	5,634,583	5,343,337	5,549,570	5,274,151
Product revenue
Revenues [Abstract]
Total Revenue	$ 13,321	$ 8,764	$ 35,932	$ 24,561
Cost of Revenue [Abstract]
Total cost of revenue	2,096	1,777	6,073	4,762
Subscription revenue
Revenues [Abstract]
Total Revenue	3,874	2,847	10,978	7,533
Cost of Revenue [Abstract]
Total cost of revenue	$ 88	$ 108	$ 325	$ 285

Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease right-of-use asset	$ 2,365	$ 2,160
Operating lease liability, current	1,029	694
Operating leases liability, long-term	1,599	1,677
Total operating lease liabilities	$ 2,628	$ 2,371
Weighted average remaining lease term (years)	2 years 3 months 18 days	3 years 1 month 6 days
Weighted average remaining discount rate	7.17%	6.25%

Summary of Significant Accounting Policies - Additional Information (Details)		3 Months Ended		9 Months Ended
	Oct. 04, 2024	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Summary Of Significant Accounting Policy [Line Items]
Deferred IPO offering costs capitalized		$ 3,895,000		$ 3,895,000		$ 0
Number of reportable segment \| Segment				1
Number of operating segment \| Segment				1
Operating lease term		1 year		1 year
Percentage of voting power entity		50.00%		50.00%
Advertising costs		$ 108,000	$ 272,000	$ 271,000	$ 384,000
Consulting services and reimbursement of related expenses		$ 9,029,000	4,990,000	$ 23,876,000	14,293,000
ASU 2020-06
Summary Of Significant Accounting Policy [Line Items]
Change in accounting principle, accounting standards update, adopted		true		true
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2024		Jan. 01, 2024
Change in accounting principle, accounting standards update, immaterial effect		true		true
Dr. Parvizi
Summary Of Significant Accounting Policy [Line Items]
Consulting services and reimbursement of related expenses		$ 48,000	$ 47,000	$ 149,000	$ 141,000
Maximum
Summary Of Significant Accounting Policy [Line Items]
Estimated future minimum payments of patents lives		$ 100,000		$ 100,000
Subsequent Event
Summary Of Significant Accounting Policy [Line Items]
Reverse stock split ratio	0.389
Reverse stock split	1-for-2.57

Income Taxes - Additional Information (Details)	3 Months Ended		9 Months Ended
Income Taxes - Additional Information (Details)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%	0.00%	0.00%

Revenue - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Contract Liabilities balance beginning of the period	$ 349	$ 334	$ 250	$ 343
Additional Contract Liabilities revenue during the period	90	265	704	623
Contract Liabilities balance recognized during the period	(301)	(359)	(816)	(726)
Balance as of period end	$ 138	$ 240	$ 138	$ 240

Term Loan - Additional Information (Details) - USD ($)		9 Months Ended
Term Loan - Additional Information (Details) - USD ($)	Feb. 06, 2024	Sep. 30, 2024
Debt Instrument [Line Items]
Line of credit financing commitment	$ 60,000,000
Percentage of trade receivable	85.00%
Line of credit facility variable per annum interest rate at prime rate	0.25%
Line of credit facility interest rate floor	6.00%
Additional fees	$ 300,000
Expiration date	Feb. 06, 2026
Term Loan Liability	$ 535,000
Deferred debt financing cost	347,000
Revolving facility deferred debt financing cost	$ 116,000
Debt instrument term	2 years
Effective interest rate		9.50%
Interest rate on term loan and revolving facility	5.00%
Percentage of late payment fee	6.00%
Outstanding commitment and revolving facility		$ 0
2024 Term Loan
Debt Instrument [Line Items]
Debt instrument maturity start date	2024-10
Debt instrument maturity end date	2029-03
Percentage of end-of-term fees	4.00%
Additional commitment fee	$ 35,000
Repay the outstanding principal	11,250,000
End-of-term fees	845,000
Senior Revolving Facility
Debt Instrument [Line Items]
Line of credit financing commitment	10,000,000
Maximum
Debt Instrument [Line Items]
Line of credit financing commitment	10,000,000
Maximum \| 2024 Term Loan
Debt Instrument [Line Items]
Outstanding commitment	$ 30,000,000
Initial Warrants \| 2024 Term Loan
Debt Instrument [Line Items]
Warrants to purchase shares	41,345
Exercise price per warrant	$ 11.49
Fair value of warrants	$ 304,000
Additional Warrants \| 2024 Term Loan
Debt Instrument [Line Items]
Stock issued price per share	$ 11.49
Aggregate exercise price of warrants	$ 150,000
Series C-1 Redeemable Convertible Preferred Stock
Debt Instrument [Line Items]
Warrants to purchase shares	41,345
Stock issued price per share	$ 11.49
Tranche One \| 2024 Term Loan
Debt Instrument [Line Items]
Additional tranches	$ 10,000,000
Debt instrument maturity date	Dec. 31, 2024
Tranche Two \| 2024 Term Loan
Debt Instrument [Line Items]
Additional tranches	$ 10,000,000
Debt instrument maturity date	Mar. 31, 2025
Tranche Three \| 2024 Term Loan
Debt Instrument [Line Items]
Additional tranches	$ 10,000,000
Debt instrument maturity date	Jun. 30, 2025
Venture Loan and Security Agreement (VLSA)
Debt Instrument [Line Items]
Outstanding commitment	$ 30,000,000
Debt instrument maturity date	Mar. 01, 2029
Venture Loan and Security Agreement (VLSA) \| 2024 Term Loan
Debt Instrument [Line Items]
Debt instrument principal amount	$ 20,000,000
Frequency of periodic payment		monthly
Amortization date	Apr. 01, 2028
Debt instrument maturity date	Mar. 01, 2029
Payment to the lender	$ 245,000
Horizon Technology Finance Corporation (Horizon) \| 2024 Term Loan
Debt Instrument [Line Items]
Debt instrument principal amount	14,000,000
Additional tranches	$ 7,000,000
Variable rate	2.75%
Floor rate	9.25%
Silicon Valley Bank (SVB)
Debt Instrument [Line Items]
Percentage of trade receivable	85.00%
Silicon Valley Bank (SVB) \| 2024 Term Loan
Debt Instrument [Line Items]
Debt instrument principal amount	$ 6,000,000
Additional tranches	$ 3,000,000
Floor rate	6.00%
Silicon Valley Bank (SVB) \| Maximum
Debt Instrument [Line Items]
Line of credit financing commitment	$ 10,000,000

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 11, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity File Number	001-42364
Entity Registrant Name	CeriBell, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-1785452
Entity Address, Address Line One	360 N. Pastoria Avenue
Entity Address, City or Town	Sunnyvale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94085
City Area Code	800
Local Phone Number	436-0826
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		35,824,244
Entity Central Index Key	0001861107
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	CBLL
Security Exchange Name	NASDAQ

Net Loss Attributable to Common Stockholders

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Attributable to Common Stockholders

12.

Net loss attributable to common stockholders

Basic net loss per share attributable to the Company’s common stockholders is computed by dividing the net loss attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for all years presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss position in each period presented.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Net loss attributable to common stockholders	$	(10,417	)	$	(7,054	)	$	(27,879	)	$	(21,190	)
Weighted-average shares outstanding, basic and diluted		5,635			5,343			5,550			5,274
Net loss per share, basic and diluted	$	(1.85	)	$	(1.32	)	$	(5.02	)	$	(4.02	)


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Redeemable convertible preferred stock		17,818		17,818		17,818		17,818
Warrants		102		61		102		61
Equity plan stock options outstanding		5,677		4,654		5,677		4,654
Total		23,597		22,533		23,597		22,533

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

New Operating Lease

In May 2024, the Company entered into an operating lease agreement for additional office and warehouse space in Sunnyvale, California. The lease commenced when the Company obtained early use of the property beginning on June 1, 2024. The lease terminates on January 31, 2027.

The Company’s ROU asset relates to its leased corporate offices and warehouse in Sunnyvale, CA. Supplemental balance sheet information related to leases was as follows (in thousands):


	September 30,			December 31,
	2024			2023
Operating Lease
Operating lease right-of-use asset	$	2,365		$	2,160

Operating lease liability, current		1,029		694
Operating leases liability, long-term		1,599			1,677
Total operating lease liabilities	$	2,628		$	2,371
Weighted average remaining lease term (years)		2.3		3.1
Weighted average remaining discount rate		7.17	%		6.25	%

The Company leases office space and warehouse space under non-cancelable operating leases. As of September 30, 2024, and December 31, 2023, the future minimum lease payments under the non-cancelable operating lease are as follows (in thousands):


	September 30,
Operating Leases:	2024
2024	$	269
2025		1,216
2026		1,255
2027		107
Total undiscounted lease payments		2,847
Imputed interest		(219	)
Net Lease Liabilities	$	2,628

Lease expense recognized under the leases, including additional rent charges for property management, operating lease costs, and variable lease costs, was $297,000 and $196,000 for the three months ended September 30, 2024 and 2023, respectively, and $730,000 and $625,000 for the nine months ended September 30, 2024 and 2023, respectively. Variable rent expense recognized for operating leases was $52,000 and $44,000 for the three months ended September 30, 2024 and 2023, respectively, and $216,000 and $211,000 for the nine months ended September 30, 2024 and 2023, respectively. Operating lease cost was $245,000 and $152,000 for the three months ended September 30, 2024 and 2023, respectively, and $514,000 and $414,000 for the nine months ended September 30, 2024 and 2023, respectively.

The Company’s cash payments related to the leases were $204,000 and $198,000 for the three months ended September 30, 2024 and 2023, respectively, and $641,000 and $593,000 for the nine months ended September 30, 2024 and 2023, respectively.

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Summary of Disaggregated Revenue from Contracts with Customers by Nature of Products and Services

The following table provides information about disaggregated revenue from contracts with customers by the nature of products and services provided (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
EEG recorders and EEG headbands, point in time	$	13,321	$	8,764	$	35,932	$	24,561
EEG portal and Clarity subscriptions, over time		3,874		2,847		10,978		7,533
Total Revenue	$	17,195	$	11,611	$	46,910	$	32,094

Summary of Capitalized Contract Costs

The following table provides the breakdown of capitalized contract costs (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Contract cost balance beginning of the period	$	2,890		$	2,558		$	2,753		$	1,981
Contract costs capitalized during the year		681			569			1,744			1,820
Contract costs amortized during the year		(521	)		(422	)		(1,447	)		(1,096	)
Contract Costs as of period end	$	3,050		$	2,705		$	3,050		$	2,705

Summary of Contract Liabilities

The following table provides the breakdown of contract liabilities (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Contract Liabilities balance beginning of the period	$	349		$	334		$	250		$	343
Additional Contract Liabilities revenue during the period		90			265			704			623
Contract Liabilities balance recognized during the period		(301	)		(359	)		(816	)		(726	)
Balance as of period end	$	138		$	240		$	138		$	240

Stockholders' Deficit - Schedule of Number of Common Stock Reserved for Future Issuance (Details) - shares	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common stock reserved for future issuance	23,753,112	23,034,141
Outstanding Options Under 2014 Plan
Class of Stock [Line Items]
Common stock reserved for future issuance	4,120,841	4,746,527
Outstanding Options Under 2024 EIP
Class of Stock [Line Items]
Common stock reserved for future issuance	1,556,057
Outstanding RSUs under the 2024 EIP
Class of Stock [Line Items]
Common stock reserved for future issuance	19,843
Options Reserved for Future Issuance under 2014 Plan
Class of Stock [Line Items]
Common stock reserved for future issuance		409,017
Options Reserved for Future Issuance under 2024 EIP
Class of Stock [Line Items]
Common stock reserved for future issuance	136,429
Series Seed Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Common stock reserved for future issuance	1,218,208	1,218,208
Series A Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Common stock reserved for future issuance	3,026,755	3,026,755
Series B Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Common stock reserved for future issuance	4,648,714	4,648,714
Series C Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Common stock reserved for future issuance	8,923,966	8,923,966
Conversion of Series B Warrants
Class of Stock [Line Items]
Common stock reserved for future issuance	45,726	45,726
Conversion of Series C-1 Warrants
Class of Stock [Line Items]
Common stock reserved for future issuance	56,573	15,228

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (10,417)	$ (8,941)	$ (8,521)	$ (7,054)	$ (6,218)	$ (7,918)	$ (27,879)	$ (21,190)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Leases - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
Leases - Additional Information (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Lease expense	$ 297,000	$ 196,000	$ 730,000	$ 625,000
Variable rent expense	52,000	44,000	216,000	211,000
Operating lease cost	245,000	152,000	514,000	414,000
Cash payments	$ 204,000	$ 198,000	$ 641,000	$ 593,000

Stockholders' Deficit - Schedule Of Activity Under The Plans (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Stockholders' Equity Note [Abstract]
Balance at beginning of period \| shares	4,746,527
Options granted \| shares	1,713,753
Options exercised \| shares	(348,943)
Options forfeited \| shares	(434,439)
Balance at end of period \| shares	5,676,898	4,746,527
Vested or expected to vest at end of period \| shares	5,676,898
Exercisable at end of period \| shares	2,555,661
Balance at beginning of period \| $ / shares	$ 4.04
Options granted , Weighted average exercise price \| $ / shares	11.68
Options exercised, Weighted average exercise price \| $ / shares	2.69
Options forfeited , Weighted average exercise price \| $ / shares	5.12
Balance at end of period \| $ / shares	6.35	$ 4.04
Weighted-average exercise price, vested or expected to vest at end of period \| $ / shares	6.35
Weighted-average exercise price, exercisable at end of period \| $ / shares	$ 3.76
Weighted-average remaining contractual life in years	7 years 10 months 28 days	8 years 2 months 1 day
Weighted-average remaining contractual life in years, vested, and expected to vest	7 years 10 months 28 days
Weighted-average remaining contractual life in years, exercisable at end of period	6 years 9 months
Aggregate intrinsic value \| $	$ 59,386	$ 13,383
Aggregate intrinsic value, Options exercised \| $	33,358
Aggregate intrinsic value, vested or expected to vest at end of period \| $	$ 59,386

Employee Benefit Plan - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Retirement Benefits [Abstract]
Defined contribution plan, maximum annual contributions per employee, amount	$ 0	$ 0

Revenue - Summary of Capitalized Contract Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Capitalized Contract Cost [Line Items]
Contract cost balance beginning of the period	$ 2,890	$ 2,558	$ 2,753	$ 1,981
Contract costs capitalized during the year	681	569	1,744	1,820
Contract costs amortized during the year	(521)	(422)	(1,447)	(1,096)
Contract Costs as of period end	$ 3,050	$ 2,705	$ 3,050	$ 2,705

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Details)	9 Months Ended
	Sep. 30, 2024
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Estimated useful lives	36 months
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Estimated useful lives	36 months
Laboratory and Manufacturing Equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	36 months
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives	Shorter of the useful life or term of the lease

Condensed Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 14,110	$ 34,495
Accounts receivable, net	9,973	7,955
Inventory	6,910	5,868
Contract costs, current	1,701	1,515
Prepaid expenses and other current assets	2,266	2,130
Total current assets	34,960	51,963
Property and equipment, net	2,268	1,577
Operating lease right-of-use assets	2,365	2,160
Contract costs, long-term	1,349	1,238
Other non-current assets	6,117	1,984
Total assets	47,059	58,922
Current liabilities
Accounts payable	2,776	732
Accrued liabilities	8,574	7,540
Contract liabilities, current	105	206
Notes payable, current		11,833
Operating lease liability, current	1,029	694
Other current liabilities	605	595
Total current liabilities	13,089	21,600
Long-term liabilities
Notes payable, long-term	19,497
Contract liabilities, long-term	33	44
Other liabilities, long-term	1,411	441
Operating lease liability, long-term	1,599	1,677
Total long-term liabilities	22,540	2,162
Total liabilities	35,629	23,762
Commitments and contingencies (Note 7)
Stockholders' deficit
Common stock, $0.001 par value; Authorized shares: 76,879,683 and 76,046,350 as of September 30, 2024 and December 31, 2023, respectively Issued and outstanding shares: 5,779,191 and 5,430,298 as of September 30, 2024 and December 31, 2023, respectively.	6	5
Additional paid-in capital	18,380	14,232
Accumulated deficit	(154,368)	(126,489)
Total stockholders' deficit	(135,982)	(112,252)
Total liabilities, redeemable convertible preferred stock and stockholders' deficit	47,059	58,922
Redeemable Convertible Preferred Stock
Long-term liabilities
Redeemable convertible preferred stock, $0.001 par value; Authorized shares: 46,831,773 and 46,624,838 shares as of September 30, 2024 and December 31, 2023, respectively Issued and outstanding shares: 17,817,643 shares as of September 30, 2024 and December 31, 2023 Aggregate liquidation preference of $152,590 as of September 30, 2024 and December 31, 2023	$ 147,412	$ 147,412

Balance Sheet Details - Schedule of Other Non-Current Assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Other Assets, Noncurrent [Abstract]
Recorders at customer locations Gross	$ 1,181,000	$ 969,000
Less: accumulated depreciation of recorders at customer locations	(712,000)	(484,000)
Recorders at customer locations, net	469,000	485,000
Recorders and related components	1,158,000	1,347,000
Deferred IPO cost	3,895,000	0
Deferred debt financing costs	378,000
Other non-current assets	217,000	152,000
Total non-current assets	$ 6,117,000	$ 1,984,000

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Total Assets, at fair value	$ 13,588	$ 33,831
Liabilities
Warrant liability	1,055	334
Total Liabilities, at fair value	1,055	334
Money Market Funds
Assets
Cash equivalents	13,588	33,831
Level 1
Assets
Total Assets, at fair value	13,588	33,831
Level 1 \| Money Market Funds
Assets
Cash equivalents	13,588	33,831
Level 3
Liabilities
Warrant liability	1,055	334
Total Liabilities, at fair value	$ 1,055	$ 334

Commitments and Contingencies - Additional Information (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Litigation liabilities	$ 0	$ 0

Balance Sheet Details

9 Months Ended

Sep. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Details

Inventory

Inventory consists of the following (in thousands):


	September 30,		December 31,
	2024		2023
Component materials	$	3,991	$	3,405
Finished goods		2,919		2,463
Total	$	6,910	$	5,868

Property and Equipment, net

Property and equipment are comprised of the following (in thousands):


	September 30,		December 31,
	2024		2023
Furniture and fixtures	$	730	$	589
Computer equipment and software		391	515
Laboratory and manufacturing equipment		1,405		1,106
Leasehold improvements		804	348
Construction in progress		664	387
Total Property and Equipment		3,994		2,945
Less: accumulated depreciation and amortization		1,726		1,368
Property and Equipment, Net	$	2,268	$	1,577

Depreciation and amortization expense was $164,000 and $173,000 for the three months ended September 30, 2024 and 2023, respectively, and $482,000 and $373,000 for the nine months ended September 30, 2024 and 2023, respectively.

Other Non-Current Assets

Other non-current assets are comprised of the following (in thousands):


	September 30,			December 31,
	2024			2023
Recorders at customer locations	$	1,181		$	969
Less: accumulated depreciation of recorders at customer locations		(712	)		(484	)
Recorders at customer locations, net	469			485
Recorders and related components		1,158			1,347
Deferred IPO cost		3,895		—
Deferred debt financing cost		378		—
Other non-current assets		217			152
Total non-current assets	$	6,117		$	1,984

Recorder depreciation expense was $79,000 and $90,000 for the three months ended September 30, 2024 and 2023, respectively, and $295,000 and $241,000 for the nine months ended September 30, 2024 and 2023, respectively.

Accrued Liabilities

Accrued liabilities are comprised of the following (in thousands):


	September 30,		December 31,
	2024		2023
Accrued bonuses and payroll	$	2,925	$	3,132
Accrued commissions		2,509		2,190
Professional fees and other costs		3,046		2,106
Other		94	112
Total	$	8,574	$	7,540

Redeemable Convertible Preferred Stock and Warrants - Additional Information (Details)	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Feb. 06, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares
Temporary Equity [Line Items]
Conversion ratio	1		1
Line of credit financing commitment \| $		$ 60,000,000
Maximum
Temporary Equity [Line Items]
Line of credit financing commitment \| $		10,000,000
Term loan
Temporary Equity [Line Items]
Line of credit financing commitment \| $		50,000,000
Revolving line of credit
Temporary Equity [Line Items]
Line of credit financing commitment \| $		$ 10,000,000
IPO
Temporary Equity [Line Items]
Gross proceeds \| $	$ 70,000,000
IPO \| Maximum
Temporary Equity [Line Items]
Stock issued price per share	$ 22.98
Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Temporary equity, shares authorized \| shares	46,831,773		46,624,838
Temporary equity, par value per share	$ 0.001		$ 0.001
Series C Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Dividend declared per share	0.919
Temporary equity, liquidation preference per share	11.49
Conversion price per share	$ 11.49
Series B Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Temporary equity, shares authorized \| shares	12,115,096		12,115,096
Dividend declared per share	$ 0.6124
Temporary equity, liquidation preference per share	7.654		$ 7.654
Conversion price per share	$ 7.654
Series A Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Temporary equity, shares authorized \| shares	7,778,774		7,778,774
Dividend declared per share	$ 0.3565
Temporary equity, liquidation preference per share	4.4564		$ 4.4564
Conversion price per share	$ 4.4564
Series Seed Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Temporary equity, shares authorized \| shares	3,130,799		3,130,799
Temporary equity, liquidation preference per share	$ 0.8233		$ 0.8233
Conversion price per share	$ 0.8233
Series C-1 Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Temporary equity, shares authorized \| shares	23,180,706		22,973,771
Temporary equity, liquidation preference per share	$ 11.49		$ 11.49
Stock issued price per share		$ 11.49
Warrants to purchase shares \| shares		41,345

Stockholders' Deficit - Schedule of Assumptions Used for Estimate of Fair Value of Options (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Expected term (in years)	5 years 6 months	5 years 1 month 6 days	5 years 4 months 24 days	5 years
Expected volatility	63.40%	74.50%	68.30%	75.60%
Risk-free interest rate	3.80%	4.50%	4.10%	4.10%
Dividend yield	0.00%	0.00%	0.00%	0.00%

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information Related to Leases

The Company’s ROU asset relates to its leased corporate offices and warehouse in Sunnyvale, CA. Supplemental balance sheet information related to leases was as follows (in thousands):


	September 30,			December 31,
	2024			2023
Operating Lease
Operating lease right-of-use asset	$	2,365		$	2,160

Operating lease liability, current		1,029		694
Operating leases liability, long-term		1,599			1,677
Total operating lease liabilities	$	2,628		$	2,371
Weighted average remaining lease term (years)		2.3		3.1
Weighted average remaining discount rate		7.17	%		6.25	%

Schedule of the future minimum lease payments

As of September 30, 2024, and December 31, 2023, the future minimum lease payments under the non-cancelable operating lease are as follows (in thousands):


	September 30,
Operating Leases:	2024
2024	$	269
2025		1,216
2026		1,255
2027		107
Total undiscounted lease payments		2,847
Imputed interest		(219	)
Net Lease Liabilities	$	2,628

Fair Value Measurements - Schedule of Fair Value of Warrant Liability Using Black-Scholes Option Pricing Model Assumptions (Details)	Sep. 30, 2024	Dec. 31, 2023
Expected Term (in years) \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants expected term	5 years 6 months 29 days	6 years
Expected Term (in years) \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants expected term	9 years 4 months 9 days	7 years
Expected Volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.581	0.671
Expected Volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.637	0.76
Risk-free Interest Rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.036	0.0355
Risk-free Interest Rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.038	0.046

Balance Sheet Details - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Compound materials	$ 3,991	$ 3,405
Finished goods	2,919	2,463
Total	$ 6,910	$ 5,868

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Net Loss Attributable to Common Stockholders - Schedule of Potential Dilutive Securities Outstanding Excluded from Computations of Weighted-Average Shares Outstanding (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	23,597	22,533	23,597	22,533
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	17,818	17,818	17,818	17,818
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	102	61	102	61
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	5,677	4,654	5,677	4,654

Balance Sheet Details (Tables)

9 Months Ended

Sep. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Schedule of Inventory

Inventory consists of the following (in thousands):


	September 30,		December 31,
	2024		2023
Component materials	$	3,991	$	3,405
Finished goods		2,919		2,463
Total	$	6,910	$	5,868

Schedule of Property and Equipment

Property and equipment are comprised of the following (in thousands):


	September 30,		December 31,
	2024		2023
Furniture and fixtures	$	730	$	589
Computer equipment and software		391	515
Laboratory and manufacturing equipment		1,405		1,106
Leasehold improvements		804	348
Construction in progress		664	387
Total Property and Equipment		3,994		2,945
Less: accumulated depreciation and amortization		1,726		1,368
Property and Equipment, Net	$	2,268	$	1,577

Schedule of Other Non-Current Assets

Other non-current assets are comprised of the following (in thousands):


	September 30,			December 31,
	2024			2023
Recorders at customer locations	$	1,181		$	969
Less: accumulated depreciation of recorders at customer locations		(712	)		(484	)
Recorders at customer locations, net	469			485
Recorders and related components		1,158			1,347
Deferred IPO cost		3,895		—
Deferred debt financing cost		378		—
Other non-current assets		217			152
Total non-current assets	$	6,117		$	1,984

Schedule of Accrued Liabilities

Accrued liabilities are comprised of the following (in thousands):


	September 30,		December 31,
	2024		2023
Accrued bonuses and payroll	$	2,925	$	3,132
Accrued commissions		2,509		2,190
Professional fees and other costs		3,046		2,106
Other		94	112
Total	$	8,574	$	7,540

Stockholders' Deficit

9 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Deficit

11.

Stockholders’ Deficit

Common Stock

The Company is authorized to issue 76,879,683 and 76,672,748 shares of $0.001 par value common stock as of September 30, 2024 and December 31, 2023, respectively. Authorized shares of common stock as of September 30, 2024 and December 31, 2023 include 626,398 shares of non-voting common stock, none of which are outstanding.

The holders of common stock are entitled to receive dividends whenever funds and assets are legally available and when declared by the Board of Directors, subject to the prior rights of holders of redeemable convertible preferred stock outstanding. As of September 30, 2024 and December 31, 2023, no dividends had been declared.

As of September 30, 2024 and December 31, 2023, the Company had reserved common stock for future issuance as follows:


	September 30,		December 31,
	2024		2023
Conversion of Series Seed redeemable convertible preferred stock		1,218,208		1,218,208
Conversion of Series A redeemable convertible preferred stock		3,026,755		3,026,755
Conversion of Series B redeemable convertible preferred stock		4,648,714		4,648,714
Conversion of Series C redeemable convertible preferred stock		8,923,966		8,923,966
Conversion of Series B warrants		45,726		45,726
Conversion of Series C-1 warrants		56,573		15,228
Outstanding options under the 2014 Plan		4,120,841		4,746,527
Outstanding options under the 2024 EIP		1,556,057		—
Outstanding RSUs under the 2024 EIP		19,843		—
Options reserved for future issuance under the 2014 Plan		—		409,017
Options reserved for future issuance under the 2024 EIP		136,429		—
Total		23,753,112		23,034,141

Stock Incentive Plan

In 2014, the Company’s Board of Directors adopted the 2014 Stock Incentive Plan (the “2014 Plan”) under which incentive stock options (“ISO”), non-statutory stock options (“NQ”), restricted stock, restricted stock units (“RSU”), stock appreciation rights (“SAR”), dividend equivalent rights, performance stock units (“PSU”), and performance shares may be granted to its employees, directors, and consultants. To date only ISO and NQ awards have been granted. The Board of Directors determines the terms and conditions of the awards, including the number of awards to be granted and vesting criteria at the time of grant. The term of each option shall be stated in the option agreement; however, the term shall be no more than ten years from the date of the grant thereof. Options granted under the 2014 Plan generally vest over a four-year period starting from the date specified in each agreement. Stock options must be granted with an exercise price no less than the stock’s fair market value at the date of grant. Except for as-needed increases in the size of the total option pool, the 2014 Plan has had no major changes since its inception.

On April 23, 2024, the Company’s Board of Directors terminated the 2014 Plan and adopted the 2024 Equity Incentive Plan (the “2024 EIP”). An aggregate of 3,610,238 shares of the Company's common stock under the 2014 Plan plus forfeited shares to the Company under the 2014 Plan may be issued under the 2024 EIP. Upon termination of the 2014 Plan, no additional awards will be granted under the 2014 Plan. Under the 2024 EIP, ISOs, NQs, RSUs, and other stock-based awards may be granted to its employees, directors, and consultants. To date, only ISO, NQ, and performance based awards have been granted. The Board of Directors determines the terms and conditions of the awards, including the number of awards to be granted and vesting criteria at the time of grant. The term of each option shall be stated in the option agreement; however, the term shall be no more than ten years from the date of the grant thereof. Stock options must be granted with an exercise price no less than the stock’s fair market value at the date of grant.

Activity under the plans is as follows:


						Weighted average		Aggregate
	Number of			Weighted average		remaining contractual		intrinsic value
	options			exercise price		life (years)		(thousands)
Balance at December 31, 2023		4,746,527		$	4.04		8.17		13,383
Options granted		1,713,753			11.68
Options exercised		(348,943	)		2.69
Options forfeited		(434,439	)		5.12
Balance at September 30, 2024		5,676,898			6.35		7.91		59,386
Shares outstanding, vested, and expected to vest at September 30, 2024		5,676,898			6.35		7.91		59,386
Shares exercisable at September 30, 2024		2,555,661		$	3.76		6.75		33,358

Stock-Based Compensation

As of September 30, 2024, the aggregate unrecognized compensation costs related to outstanding unvested options under the 2014 Plan and 2024 EIP was $16.3 million. The Company expects to recognize those costs over a weighted average period of 2.9 years.

Option awards included performance-based awards which are subject to the achievement of performance goals. For options subject to performance goals, the Company recognizes expense when it is probable that the performance condition will be achieved. These performance-based awards represent 118,999 and 64,527 of option awards outstanding as of September 30, 2024, and December 31, 2023, respectively.

The Company estimated the fair value of stock options using the Black-Scholes option-pricing model. The fair value of service-based stock options is amortized on a straight-line basis over the requisite service period of the awards.

The fair value of employee stock options granted was estimated using the following weighted-average assumptions:


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Expected term (in years)		5.5			5.1			5.4			5.0
Expected volatility		63.4	%		74.5	%		68.3	%		75.6	%
Risk-free interest rate		3.8	%		4.5	%		4.1	%		4.1	%
Dividend yield	—			—			—			—

The expected term is based on an average of the midpoint of the requisite service period and the contractual term, and the historical exercise behavior. The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company did not have any trading history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of no dividend payouts.

The Company’s total stock-based compensation expense was as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Sales and marketing	$	395	$	158	$	837	$	495
General and administrative		792		351		1,894		1,103
Research and development		189		128		478		335
Total stock-based compensation expense	$	1,376	$	637	$	3,209	$	1,933

The total fair value of options vested are $1.2 million, $0.7 million, for the three months ended September 30, 2024 and 2023, respectively, and was $2.8 million and $1.8 million for the nine months ended September 30, 2024 and 2023, respectively. Stock-based compensation expense does not include the impact of estimated forfeitures. Forfeitures are taken as a reduction in expense in the period in which they occur. No compensation cost is recorded for awards that do not vest. Total stock-based compensation expense includes non-employee stock-based compensation of $93,000 and $64,000 for the three months ended September 30, 2024 and 2023, respectively, and $165,000 and $412,000 for the nine months ended September 30, 2024 and 2023, respectively.

- Definition

The entire disclosure for equity.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders' Deficit (Tables)

9 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of Number of Common Stock Reserved for Future Issuance

As of September 30, 2024 and December 31, 2023, the Company had reserved common stock for future issuance as follows:


	September 30,		December 31,
	2024		2023
Conversion of Series Seed redeemable convertible preferred stock		1,218,208		1,218,208
Conversion of Series A redeemable convertible preferred stock		3,026,755		3,026,755
Conversion of Series B redeemable convertible preferred stock		4,648,714		4,648,714
Conversion of Series C redeemable convertible preferred stock		8,923,966		8,923,966
Conversion of Series B warrants		45,726		45,726
Conversion of Series C-1 warrants		56,573		15,228
Outstanding options under the 2014 Plan		4,120,841		4,746,527
Outstanding options under the 2024 EIP		1,556,057		—
Outstanding RSUs under the 2024 EIP		19,843		—
Options reserved for future issuance under the 2014 Plan		—		409,017
Options reserved for future issuance under the 2024 EIP		136,429		—
Total		23,753,112		23,034,141

Schedule Of Activity Under The Plans

Activity under the plans is as follows:


						Weighted average		Aggregate
	Number of			Weighted average		remaining contractual		intrinsic value
	options			exercise price		life (years)		(thousands)
Balance at December 31, 2023		4,746,527		$	4.04		8.17		13,383
Options granted		1,713,753			11.68
Options exercised		(348,943	)		2.69
Options forfeited		(434,439	)		5.12
Balance at September 30, 2024		5,676,898			6.35		7.91		59,386
Shares outstanding, vested, and expected to vest at September 30, 2024		5,676,898			6.35		7.91		59,386
Shares exercisable at September 30, 2024		2,555,661		$	3.76		6.75		33,358

Schedule of Assumptions Used for Estimate of Fair Value of Options

The fair value of employee stock options granted was estimated using the following weighted-average assumptions:


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Expected term (in years)		5.5			5.1			5.4			5.0
Expected volatility		63.4	%		74.5	%		68.3	%		75.6	%
Risk-free interest rate		3.8	%		4.5	%		4.1	%		4.1	%
Dividend yield	—			—			—			—

Schedule Of Total Stock Based Compensation Expense

The Company’s total stock-based compensation expense was as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Sales and marketing	$	395	$	158	$	837	$	495
General and administrative		792		351		1,894		1,103
Research and development		189		128		478		335
Total stock-based compensation expense	$	1,376	$	637	$	3,209	$	1,933

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (unaudited) - USD ($) $ in Thousands	Total	Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in-Capital	Accumulated Deficit
Temporary equity, beginning balance, Shares at Dec. 31, 2022		17,817,643
Temporary equity, beginning balance at Dec. 31, 2022		$ 147,412
Beginning balance, Shares at Dec. 31, 2022			5,123,735
Beginning balance at Dec. 31, 2022	$ (86,398)		$ 5	$ 10,622	$ (97,025)
Issuance of common stock pursuant to stock option exercises, Shares			110,427
Issuance of common stock pursuant to stock option exercises	376			376
Stock-based compensation	711			711
Net loss	(7,918)				(7,918)
Temporary equity, ending balance, Shares at Mar. 31, 2023		17,817,643
Temporary equity, ending balance at Mar. 31, 2023		$ 147,412
Ending balance, Shares at Mar. 31, 2023			5,234,162
Ending balance at Mar. 31, 2023	(93,229)		$ 5	11,709	(104,943)
Temporary equity, beginning balance, Shares at Dec. 31, 2022		17,817,643
Temporary equity, beginning balance at Dec. 31, 2022		$ 147,412
Beginning balance, Shares at Dec. 31, 2022			5,123,735
Beginning balance at Dec. 31, 2022	(86,398)		$ 5	10,622	(97,025)
Net loss	(21,190)
Temporary equity, ending balance, Shares at Sep. 30, 2023		17,817,643
Temporary equity, ending balance at Sep. 30, 2023		$ 147,412
Ending balance, Shares at Sep. 30, 2023			5,350,457
Ending balance at Sep. 30, 2023	(105,011)		$ 5	13,199	(118,215)
Temporary equity, beginning balance, Shares at Mar. 31, 2023		17,817,643
Temporary equity, beginning balance at Mar. 31, 2023		$ 147,412
Beginning balance, Shares at Mar. 31, 2023			5,234,162
Beginning balance at Mar. 31, 2023	(93,229)		$ 5	11,709	(104,943)
Issuance of common stock pursuant to stock option exercises, Shares			100,988
Issuance of common stock pursuant to stock option exercises	203			203
Stock-based compensation	585			585
Net loss	(6,218)				(6,218)
Temporary equity, ending balance, Shares at Jun. 30, 2023		17,817,643
Temporary equity, ending balance at Jun. 30, 2023		$ 147,412
Ending balance, Shares at Jun. 30, 2023			5,335,150
Ending balance at Jun. 30, 2023	(98,659)		$ 5	12,497	(111,161)
Issuance of common stock pursuant to stock option exercises, Shares			15,307
Issuance of common stock pursuant to stock option exercises	65			65
Stock-based compensation	637			637
Net loss	(7,054)				(7,054)
Temporary equity, ending balance, Shares at Sep. 30, 2023		17,817,643
Temporary equity, ending balance at Sep. 30, 2023		$ 147,412
Ending balance, Shares at Sep. 30, 2023			5,350,457
Ending balance at Sep. 30, 2023	(105,011)		$ 5	13,199	(118,215)
Temporary equity, beginning balance, Shares at Dec. 31, 2023		17,817,643
Temporary equity, beginning balance at Dec. 31, 2023		$ 147,412
Beginning balance, Shares at Dec. 31, 2023			5,430,298
Beginning balance at Dec. 31, 2023	(112,252)		$ 5	14,232	(126,489)
Issuance of common stock pursuant to stock option exercises, Shares			30,904
Issuance of common stock pursuant to stock option exercises	118			118
Stock-based compensation	757			757
Net loss	(8,521)				(8,521)
Temporary equity, ending balance, Shares at Mar. 31, 2024		17,817,643
Temporary equity, ending balance at Mar. 31, 2024		$ 147,412
Ending balance, Shares at Mar. 31, 2024			5,461,202
Ending balance at Mar. 31, 2024	(119,898)		$ 5	15,107	(135,010)
Temporary equity, beginning balance, Shares at Dec. 31, 2023		17,817,643
Temporary equity, beginning balance at Dec. 31, 2023		$ 147,412
Beginning balance, Shares at Dec. 31, 2023			5,430,298
Beginning balance at Dec. 31, 2023	$ (112,252)		$ 5	14,232	(126,489)
Issuance of common stock pursuant to stock option exercises, Shares	348,943
Net loss	$ (27,879)
Temporary equity, ending balance, Shares at Sep. 30, 2024		17,817,643
Temporary equity, ending balance at Sep. 30, 2024		$ 147,412
Ending balance, Shares at Sep. 30, 2024			5,779,191
Ending balance at Sep. 30, 2024	(135,982)		$ 6	18,380	(154,368)
Temporary equity, beginning balance, Shares at Mar. 31, 2024		17,817,643
Temporary equity, beginning balance at Mar. 31, 2024		$ 147,412
Beginning balance, Shares at Mar. 31, 2024			5,461,202
Beginning balance at Mar. 31, 2024	(119,898)		$ 5	15,107	(135,010)
Issuance of common stock pursuant to stock option exercises, Shares			133,763
Issuance of common stock pursuant to stock option exercises	488			488
Stock-based compensation	1,076			1,076
Net loss	(8,941)				(8,941)
Temporary equity, ending balance, Shares at Jun. 30, 2024		17,817,643
Temporary equity, ending balance at Jun. 30, 2024		$ 147,412
Ending balance, Shares at Jun. 30, 2024			5,594,965
Ending balance at Jun. 30, 2024	(127,275)		$ 5	16,671	(143,951)
Issuance of common stock pursuant to stock option exercises, Shares			184,226
Issuance of common stock pursuant to stock option exercises	334		$ 1	333
Stock-based compensation	1,376			1,376
Net loss	(10,417)				(10,417)
Temporary equity, ending balance, Shares at Sep. 30, 2024		17,817,643
Temporary equity, ending balance at Sep. 30, 2024		$ 147,412
Ending balance, Shares at Sep. 30, 2024			5,779,191
Ending balance at Sep. 30, 2024	$ (135,982)		$ 6	$ 18,380	$ (154,368)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

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+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

Reverse Stock Split

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable

Inventory

Property and Equipment, Net


Fixed asset category		Estimated useful life
Furniture and fixtures		36 months
Computer equipment and software		36 months
Laboratory and manufacturing equipment		36 months
Leasehold improvements		Shorter of the useful life or term of the lease

Right-of-Use Assets and Lease Liabilities

Redeemable Convertible Preferred Stock and Warrants

The holders of the outstanding shares of redeemable convertible preferred stock do not have stated redemption rights; however, the holders of the redeemable convertible stock are entitled to preferential payments in the event of a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets or intellectual property, the acquisition of the Company by another entity by means of any reorganization, merger, or consolidation following which the Company’s stockholders as of immediately prior to such acquisition fail to hold at least 50% of the voting power of the resulting entity, or a liquidation, dissolution or winding up of the Company (a “Deemed Liquidation Event”). Because a Deemed Liquidation Event is not solely within the Company’s

control, all shares of redeemable convertible preferred stock have been presented outside of permanent equity in the accompanying Balance Sheets for all periods presented.

Concentration of Credit Risk

Other Non-Current Assets

Deferred IPO Offering Costs

Impairment of Long-Lived Assets

Cost of Revenue

Information About Segment and Geographic Areas

License Agreement

Related Party Transactions

Research and Development

Intellectual Property Costs

Advertising Costs

Net Loss per Share Attributable to Common Stockholders

Stock-Based Compensation

Comprehensive Loss

Income Taxes

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Term Loan

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Term Loan

2024 Term Loan

In consideration of the 2024 principal loan repayment schedule and future operating cash flow requirements, effective February 6, 2024, the Company executed a Venture Loan and Security Agreement (“VLSA”) with Horizon Technology Finance Corporation (“Horizon”) as a lender and the collateral agent and Silicon Valley Bank (“SVB”) as a lender (collectively, “the Lenders”). The Company and the Lenders agreed to refinance the existing Horizon term loan facility which also modified, among other things, the repayment terms of the existing Horizon term loan and the maturity date from October 2024 to March 2029. The amounts borrowed under the VLSA are secured by all of the Company's assets, excluding intellectual property.

Upon execution of the VLSA, the Company drew down the entire first tranche of $20,000,000 in principal (“Term Loan”), including $6,000,000 from SVB (“SVB Loan”) and $14,000,000 from Horizon (“Horizon Loan”) and utilized a portion of the proceeds to repay the remaining principal on the 2020 Loan. Subject to the VLSA terms, the Company is entitled to receive up to $30,000,000 (“Outstanding Commitment”) in three additional tranches, $10,000,000 each, expiring on December 31, 2024, March 31, 2025, and June 30, 2025. Each lender’s obligation to lend its undisbursed portion of the Outstanding Commitment to the Company shall terminate if, in such Lender’s sole good faith discretion, there has been a material adverse change in the results of operations or financial condition of the Company, whether or not arising from transactions in the ordinary course of business, or there has been any material adverse deviation by the Company from the business plan of the Company presented to any Lender. No material adverse changes have been identified as of September 30, 2024. In each of the three additional tranches, $3,000,000 is allocated to SVB, and $7,000,000 is allocated to Horizon. Any amounts drawn under the Outstanding Commitment are subject to the same terms and conditions as the SVB Loan and Horizon Loan.

The Term Loan is payable to the Lenders in twelve equal monthly installments between April 1, 2028 (“Amortization Date”) and March 1, 2029 (“Maturity Date”) subject to certain prepayment fees in accordance with the VLSA.

The SVB Loan carries a variable per-annum interest rate at the Prime Rate (as published in the Wall Street Journal), subject to the floor of 6.00%. The Horizon Loan carries a variable per-annum interest rate at the Prime Rate plus 2.75%, subject to the floor of 9.25%. The Company is also required to pay end-of-term fees of 4.0% per tranche drawn on the Maturity Date or upon repayment of the amounts due to the Lenders under the VLSA. The Company is required to pay additional commitment fees of $35,000 upon funding of each additional tranche.

Upon execution of the VLSA, the Company paid to the Lenders $245,000 and issued warrants to purchase 41,345 shares of the Company’s Series C-1 Preferred Stock at a price of $11.49 per share (“Initial Warrants”). The fair value of the Initial Warrants was determined to be approximately $304,000. If the Company draws down any amounts of the Outstanding Commitment, it will be required to issue additional warrants exercisable for shares of the Company’s most senior Preferred Stock with the aggregate exercise price of $150,000 per tranche (“Additional Warrants”). The exercise price of the Additional Warrants will be $11.49 per share, subject to a down-round adjustment. See Note 10 for a discussion of the Initial Warrants.

The VLSA was treated as a loan syndication, and the SVB Loan was determined to be a new loan. The issuance of the Horizon Loan was accounted for as a modification of the outstanding term loan. The Company utilized the proceeds from the Horizon Loan to repay the outstanding principal of $11,250,000 and end-of-term fees of $845,000 under the existing term loan due to Horizon.

Senior Revolving Facility

In February 2024, the Company also executed a Loan and Security Agreement (“LSA”) with SVB to receive a senior revolving line of credit of up to $10,000,000 (“Revolving Facility”). The Revolving Facility is secured by the Company’s accounts receivable, inventory, and other property, excluding intellectual property. The Company may draw up to 85% of the eligible trade receivables and is required to remit the underlying customer proceeds to repay the Revolving Facility.

The Revolving Facility carries a variable per-annum interest rate at the Prime Rate plus 0.25%, subject to the floor of 6.00%, and includes additional fees of $300,000 that are payable regardless of whether any amounts are drawn. The Revolving Facility matures on February 6, 2026. Any borrowings under the Revolving Facility are subordinate to the VLSA.

The Company allocated the issuance costs under the LSA and VLSA as follows: (1) $535,000 to the Term Loan liability representing the initial lender fees and the fair value of the Initial Warrants to be recognized as interest expense through the Maturity Date, (2) $347,000 to the deferred debt financing cost asset to be recognized as interest expense through the Maturity Date and to be reclassified to the Term Loan liability upon draws or expiration of the tranches, and (3) $116,000 to the Revolving Facility deferred debt financing cost asset to be recognized as interest expense over the availability period of two years. The end-of-term fee is being accreted

and the debt issuance costs are being amortized over the term of the notes using the effective interest method. The effective interest rate is 9.5%, inclusive of the end-of-term fee and debt issuance as of September 30, 2024.

The LSA and VLSA have interrelated provisions and financial covenants based on net indebtedness and certain revenue-based ratios. Upon an event of default, the interest on the Term Loan and Revolving facility may be increased by 5.0%. The Term Loan also includes a late payment fee of 6.0% of the amount not paid when due.

As of September 30, 2024, the Company was in compliance with debt covenants under the LSA and VLSA. No amounts were drawn under the Outstanding Commitment and Revolving Facility through September 30, 2024.

Notes payable consists of the following (in thousands):


	September 30,			December 31,
	2024			2023
Principal of notes payable	$	20,000		$	11,250
End of term fee accretion		81		647
Unamortized debt issuance costs		(584	)		(64	)
Carrying value of Notes Payable	$	19,497		$	11,833

Collateral for the VLSA consists of a security interest in all assets of the Company, excluding intellectual property.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 established a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to the Company’s customers.

Under Topic 606, the Company recognizes revenue through the following steps:

•

Identification of a contract with a customer

•

Identification of the performance obligations in the contract, including the evaluation of performance obligations and the distinct goods or services in a contract

•

Determination of the transaction price

•

Analysis of the Standalone Selling Price (SSP) and allocation of the transaction price to the performance obligations in the contract, as appropriate

•

Recognition of revenue when, or as, the performance obligation is satisfied

The Company accounts for a contract when both parties have approved the contract and the Company is committed to perform its obligations, the rights of the parties are identified, payment terms (generally net 30 days) are identified, the contract has commercial substance, and collectability of consideration is probable.

Revenue is recognized upon transfer of control of promised products to the customer in an amount reflecting the consideration that is expected to be received in exchange for those products. The Company enters into contracts that include one or more products that are generally capable of being distinct and accounted for as individual performance obligations, in addition to a monthly subscription fee that is generally capable of being distinct and accounted for as an individual performance obligation.

Identification and Satisfaction of Performance Obligations

The Company’s revenue is derived from the sale of its products to medical groups and hospitals through its direct sales force throughout the U.S. Performance obligations in the Company’s contracts that are satisfied at a point in time include EEG headbands and EEG recorders sold to customers. The Company recognizes revenue for its EEG recorders sold separately from subscriptions and its EEG headbands upon transfer of control to the customer at a point in time. Performance obligations in the Company’s contracts that are satisfied over time include the EEG portal and Clarity software-as-a-service (SaaS) subscription products. For its Clarity and portal subscription products, the Company recognizes revenue ratably over the period in which the customer has the ability to consume and receive benefit from its access to the subscription, which is generally month to month. The Company’s Clarity subscriptions include the use of EEG recorders by the customer over the subscription term. The Company identifies the EEG recorders used in conjunction with a subscription as an operating lease component in its arrangements with its customers and identifies the subscription as a non-lease component in its arrangements with its customers, which the Company determined to be predominant. The lease and non-lease revenue components have similar patterns of revenue recognition, and as such, allows the Company to elect the practical expedient to not separate the lease and non-lease components. Therefore, the overall arrangement is accounted for under ASC 606.

The consideration associated with customer contracts includes both fixed and variable amounts. Variable consideration includes discounts, rebates, credits, incentives, penalties, or other similar items. The amount of consideration that can vary is less than 1% of total annual consideration. Variable consideration estimates are reassessed at each reporting period until the contingency is resolved. The changes to the transaction price due to a change in estimated variable consideration are recorded as an adjustment to revenue in the period the estimate is changed. Changes to variable consideration are tracked and material changes are disclosed. Such changes were immaterial for the three and nine months ended September 30, 2024 and 2023.

The Company excludes sales tax from the transaction price and presents, as an accounting policy election, amounts collected from customers for sales and other taxes net of the related amounts remitted.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the basis of revenue recognition in accordance with GAAP. To determine the proper revenue recognition method for contracts, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment, and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period.

Disaggregation of Revenue

The following table provides information about disaggregated revenue from contracts with customers by the nature of products and services provided (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
EEG recorders and EEG headbands, point in time	$	13,321	$	8,764	$	35,932	$	24,561
EEG portal and Clarity subscriptions, over time		3,874		2,847		10,978		7,533
Total Revenue	$	17,195	$	11,611	$	46,910	$	32,094

Currently, the Company’s customers are solely in the United States.

Contract Costs

The Company capitalizes sales commissions that are considered to be incremental to the acquisition of customer contracts and amortizes them over an estimated period of benefit. To determine the period of benefit of its deferred commissions, the Company evaluates the type of commissions, the nature of the related benefit, and the specific facts and circumstances of its arrangements. The Company determines the period of benefit for commissions paid for the acquisition of the initial subscription contract by taking into consideration its average customer life, which is generally assumed to be three years. The Company evaluates these assumptions at least annually and periodically reviews whether events or changes in circumstances have occurred that could impact the period of benefit.

The Company has elected to utilize the practical expedient to expense sales commissions with an amortization period of less than one year and capitalize sales commissions that are considered to be incremental costs of obtaining contracts with an amortization period greater than one year.

The following table provides the breakdown of capitalized contract costs (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Contract cost balance beginning of the period	$	2,890		$	2,558		$	2,753		$	1,981
Contract costs capitalized during the year		681			569			1,744			1,820
Contract costs amortized during the year		(521	)		(422	)		(1,447	)		(1,096	)
Contract Costs as of period end	$	3,050		$	2,705		$	3,050		$	2,705

Contract Liabilities and Performance Obligations

Contract liabilities consist of up-front payments received from customers primarily for the Clarity SaaS subscriptions. Contract liabilities related to up-front payments received from customers were $138,000 and $240,000 as of September 30, 2024 and 2023, respectively.

The following table provides the breakdown of contract liabilities (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Contract Liabilities balance beginning of the period	$	349		$	334		$	250		$	343
Additional Contract Liabilities revenue during the period		90			265			704			623
Contract Liabilities balance recognized during the period		(301	)		(359	)		(816	)		(726	)
Balance as of period end	$	138		$	240		$	138		$	240

The Company has elected not to include in unfulfilled performance obligations for contracts in which the amount of revenue it recognizes is equal to the amount which the Company has a right to invoice. No revenue was recognized in the reporting period from performance obligations satisfied in previous periods. The short-term remaining performance obligations are expected to be recognized within 12 months and non-current performance obligations are expected to be recognized within 5 years.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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+ Details